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): December 9, 1999
  
  
                                 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.
  
          The Press Release attached as Exhibit 99 is being filed pursuant to the
  provisions of Rule 135(c).
  
  
  Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
  
          (c)  Exhibits.
  
               Exhibit 99  Press Release dated December 9, 1999
  <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/ Mark P. Dentinger
                                   Mark P. Dentinger
                                   Vice President, Corporate Finance
  
                                   Dated: December 10, 1999
  <PAGE>
  
                                   EXHIBIT INDEX
  
  
  
  Exhibit 99  Press Release dated December 9, 1999
metadata_documents: [{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 2156}]
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": "99773447"}, "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): December 9, 1999
  
                                 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.
  
          The Press Release attached as Exhibit 99 is being filed pursuant to the
  provisions of Rule 135(c).
  
  Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
  
          (c)  Exhibits.
  
               Exhibit 99  Press Release dated December 9, 1999
  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/ Mark P. Dentinger
                                   Mark P. Dentinger
                                   Vice President, Corporate Finance
  
                                   Dated: December 10, 1999
  EXHIBIT INDEX
  
  Exhibit 99  Press Release dated December 9, 1999