<PAGE>
As filed with the Securities and Exchange Commission on April 10, 1997

                                                     Registration No. 333-_____
------------------------------------------------------------------------------
------------------------------------------------------------------------------

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                   FORM S-8

                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933

                ______________________________________________

                               BEA SYSTEMS, INC.
            (Exact name of Registrant as Specified in Its Charter)
                ______________________________________________


         DELAWARE                                      77-0394711
(State or Other Jurisdiction                        (I.R.S. Employer
of Incorporation or Organization)                  Identification No.)

                       385 MOFFETT PARK DRIVE, SUITE 105
                              SUNNYVALE, CA 94089
                   (Address of Principal Executive Offices)

                       1997 EMPLOYEE STOCK PURCHASE PLAN
                                       
                           (Full Title of the Plans)
                ______________________________________________

                            WILLIAM T. COLEMAN III
                CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                       
                               BEA SYSTEMS, INC.
                       385 MOFFETT PARK DRIVE, SUITE 105
                              SUNNYVALE, CA 94089
                    (Name and Address of Agent for Service)

                                (408) 743-4000
         (Telephone Number, Including Area Code, of Agent For Service)

                                   Copy to:
                           MICHAEL C. PHILLIPS, ESQ.
                            KEVIN A. FAULKNER, ESQ.
                              CORI M. ALLEN, ESQ.
                            MORRISON & FOERSTER LLP
                              755 PAGE MILL ROAD
                              PALO ALTO, CA 94304
                                (415) 813-5600
              __________________________________________________

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
                                                            Proposed   
                                                             Maximum        Proposed    
                            Amount          Maximum         Aggregate       Amount of   
Title of Securities          to be        Offering Price    Offering      Registration  
to be Registered           Registered      Per Share(1)      Price(2)          Fee       
-------------------------------------------------------------------------------------
<S>                        <C>            <C>              <C>            <C>
Common Stock, 
$.001 par value per        1,250,000           $11         $13,750,000        $4,167
share
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
(1)  Estimated solely for the purpose of calculating the registration fee.
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------

</TABLE>

                              Page 1 of 11 pages.
                  The Index to Exhibits appears on page II-8.


<PAGE>

                                    PART II
                                       
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                                       
ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

   The following documents filed by BEA Systems, Inc. (the "Registrant") with
the Securities and Exchange Commission (the "Commission") are incorporated by
reference herein:

   (a) The Registrant's Prospectus filed pursuant to Rule 424(b) of the
Securities Act of 1933, as amended, and included in the Registration Statement
on Form SB-2 (the "Registration Statement") as declared effective on April 10,
1997 (No. 333-20791), which includes audited financial statements for the
Registrant's latest fiscal year.

   (b) All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") since the end
of the fiscal year covered by the audited financial statements described in (a)
above.

   (c) The description of the Registrant's Common Stock which is contained in
its Registration Statement on Form 8-A dated April 10, 1997 filed under the
Exchange Act, including any amendment or report filed for the purpose of
updating such description.

   All documents filed by the Registrant with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference into this Registration Statement and to be a
part hereof from the date of filing of such documents.  Any statement contained
in a document incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement.  Any statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 4.   DESCRIPTION OF SECURITIES.

   Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

   Not applicable.



                                   II-1
                            Page 2 of 14 Pages

<PAGE>

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

   Section 145 ("Section 145") of the Delaware General Corporation Law
("DGCL") provides a detailed statutory framework covering indemnification of
officers and directors against liabilities and expenses arising out of legal
proceedings brought against them by reason of their being or having been
directors or officers.  Section 145 generally provides that a director or
officer of a corporation (i) shall be indemnified by the corporation for all
expenses of such legal proceedings when he is successful on the merits,
(ii) may be indemnified by the corporation for the expenses, judgments, fines
and amounts paid in settlement of such proceedings (other than a derivative
suit), even if he is not successful on the merits, if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful, and
(iii) may be indemnified by the corporation for the expenses of a derivative
suit (a suit by a stockholder alleging a breach by a director or officer of a
duty owed to the corporation), even if he is not successful on the merits, if
he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation.  No indemnification may be
made under clause (iii) above, however, if the director or officer is adjudged
liable for negligence or misconduct in the performance of his duties to the
corporation, unless a corporation determines that, despite such adjudication,
but in view of all the circumstances, he is entitled to indemnification.  The
indemnification described in clauses (ii) and (iii) above may be made only upon
a determination that indemnification is proper because the applicable standard
of conduct has been met.  Such a determination may be made by a majority of a
quorum of disinterested directors, independent legal counsel, the stockholders
or a court of competent jurisdiction.  The Company's Certificate of
Incorporation provides that the Company shall indemnify to the fullest extent
permitted by Section 145, as it now exists or as amended, all persons whom it
may indemnify pursuant thereto.

   Section 102(b)(7) of the DGCL permits a corporation to provide in its
Certificate of Incorporation that a director of the corporation shall not be
personally liable to the corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for liability (i) for any
breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174
of the DGCL, or (iv) for any transaction from which the director derived an
improper personal benefit.  The Company's Certificate of Incorporation provides
for the elimination of personal liability of a director for breach of fiduciary
duty, as permitted by Section 102(b)(7) of the DGCL.

   Section 8 of the Form of Underwriting Agreement, attached as Exhibit 1.1 to
the Registration Statement on Form SB-2, contains certain provisions relating
to indemnification.

   The Company intends to obtain liability insurance insuring the Company's
officers and directors against liabilities that they may incur in such
capacities.


                                   II-2
                            Page 3 of 14 Pages

<PAGE>

   The Company has entered into agreements to indemnify its directors and
executive officers, in addition to indemnification provided for in the
Company's charter documents.  These agreements, among other things, provide for
the indemnification of the Company's directors and executive officers for
certain expenses (including attorneys' fees), judgments, fines and settlement
amounts incurred by any such person in any action or proceeding, including any
action by or in the right of the Company, arising out of such person's services
as a director or executive officer of the Company, any subsidiary of the
Company or any other company or enterprise to which such person provides
services at the request of the Company to the fullest extent permitted by
applicable law.  The Company believes that these provisions and agreements will
assist the Company in attracting and retaining qualified persons to serve as
directors and executive officers.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

   Not applicable.



                                   II-3
                            Page 4 of 14 Pages

<PAGE>

ITEM 8.   EXHIBITS.

   4.1  Form of Amended and Restated Certificate of Incorporation of the
        Registrant (incorporated by reference to Exhibit 3.5 to the
        Registrant's Registration Statement on Form SB-2 (Commission File No.
        333-20791) which became effective on April 10, 1997 (the "Registration
        Statement on Form SB-2")).
        
   4.2  Registrant's Amended and Restated Bylaws (incorporated by reference to
        Exhibit 3.4 to the Registration Statement on Form SB-2).
        
   4.3  1997 Employee Stock Purchase Plan and form of Stock Option Agreements
        (incorporated by reference to Exhibit 10.13 to the Registration
        Statement on Form SB-2).
        
   5.1  Opinion of Morrison & Foerster LLP.

   23.1 Consent of Morrison & Foerster LLP (contained in Exhibit 5.1).

   23.2 Consent of Ernst & Young LLP, independent auditors.

   23.3 Consent of Ernst & Young LLP, independent auditors.

   23.4 Consent of Ernst & Young LLP, independent auditors.

   23.5 Consent of Ernst & Young Audit, independent auditors.

   24.1 Power of Attorney (See page II-7).


ITEM 9.   UNDERTAKINGS.

          (a)  The undersigned Registrant hereby undertakes:

       (1)  To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

          (i)  To include any prospectus required by Section 10(a)(3) of the
Securities Act;

          (ii) To reflect in the prospectus any facts or events arising after 
the effective date of the Registration Statement (or the most recent 
post-effective amendment thereof) which, individually or in the aggregate, 
represent a fundamental change in the information set forth in the 
Registration Statement;

          (iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement or
any material change to such information in the Registration Statement.



                                   II-4
                            Page 5 of 14 Pages

<PAGE>

   PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
this Registration Statement is on Form S-3 or Form S-8 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in this
Registration Statement.

       (2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.

       (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

   (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.

   (c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act, and is, therefore,
unenforceable.  In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred by a
director, officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.




                                   II-5
                            Page 6 of 14 Pages

<PAGE>

SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, as amended, BEA
Systems, Inc. certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Sunnyvale, State of California, on April 10,
1997.

                              
                              BEA SYSTEMS, INC.

                              
                              By:            /s/ William T. Coleman III
                                  --------------------------------------------
                                   William T. Coleman III
                                   Chairman, President and Chief Executive
                                   Officer
                                   
                               POWER OF ATTORNEY
                                       
    KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints, severally and not jointly, William T.
Coleman III, Edward W. Scott, Jr., Alfred S. Chuang, and Steve L. Brown, with
full power to act alone, his true and lawful attorneys-in-fact, with the power
of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact full
power and authority to do and perform each and every act and thing requisite
and necessary to be done as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorneys-in-
fact may lawfully do or cause to be done by virtue hereof.

    Pursuant to the requirements of the Securities Act of 1933, this 
Registration Statement has been signed by the following persons in the 
capacities and on the dates indicated:

       Signature                       Title                      Date
       ---------                       -----                      ----

/s/ William T. Coleman III    President, Chief Executive       April 10, 1997
----------------------------  Officer and Director 
William T. Coleman III        (PRINCIPAL EXECUTIVE OFFICER)



                                   II-6
                            Page 7 of 14 Pages

<PAGE>

/s/ Steve L. Brown            Chief Financial Officer and      April 10, 1997
----------------------------  Executive Vice President 
Steve L. Brown                (PRINCIPAL FINANCIAL AND
                              ACCOUNTING OFFICER)


/s/ Edward W. Scott, Jr.      Director                         April 10, 1997
----------------------------  
Edward W. Scott, Jr.


/s/ William H. Janeway        Director                         April 10, 1997
----------------------------  
William H. Janeway

/s/ Stewart K.P. Gross        Director                         April 10, 1997
----------------------------  
Stewart K.P. Gross

/s/ Cary J. Davis             Director                         April 10, 1997
----------------------------  
Cary J. Davis

/s/ Carol Bartz               Director                         April 10, 1997
----------------------------  
Carol Bartz

/s/ Dean Morton               Director                         April 10, 1997
----------------------------  
Dean Morton



                                   II-7
                            Page 8 of 14 Pages

<PAGE>

EXHIBIT INDEX


EXHIBIT                                                              SEQUENTIAL
NUMBER              DESCRIPTION                                       PAGE NO.
-------             -----------                                       --------
4.1       Form of Amended and Restated Certificate of Incorporation
          of the Registrant (incorporated by reference to Exhibit 3.5
          to the Registrants' Registration Statement on Form SB-2
          (Commission File No. 333-20791 which became effective on
          April 10, 1997 (the "Registration Statement on Form SB-
          2")).

4.2       Registrant's Amended and Restated Bylaws (incorporated by
          reference to Exhibit 3.4 to the Registration Statement on
          Form SB-2).

4.3       1997 Employee Stock Purchase Agreement and form of Stock
          Option Agreements (incorporated by reference to Exhibit
          10.5 to the Registration Statement on Form SB-2).

5.1       Opinion of Morrison & Foerster LLP.                              10

23.1      Consent of Morrison & Foerster LLP (contained in Exhibit 5.1).   10

23.2      Consent of Ernst & Young LLP, independent auditors.              11

23.3      Consent of Ernst & Young LLP, independent auditors.              12

23.4      Consent of Ernst & Young LLP, independent auditors.              13

23.5      Consent of Ernst & Young Audit, independent auditors.            14

24.1      Power of Attorney (See pages II-7).                               7



                                   II-8
                            Page 9 of 14 Pages
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 21091}]
{"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": "S-8", "act": "33", "file-number": "333-24941", "film-number": "97578328"}, "business-address": {"street1": "385 MOFFETT PARK DRIVE", "street2": "SUITE 105", "city": "SUNNYVALE", "state": "CA", "zip": "94404", "phone": "4087434000"}, "mail-address": {"street1": "385 MOFFETT PARK DRIVE", "street2": "SUITE 105", "city": "SUNNYVALE", "state": "CA", "zip": "94404"}}
As filed with the Securities and Exchange Commission on April 10, 1997

                                                     Registration No. 333-_____
------------------------------------------------------------------------------
------------------------------------------------------------------------------

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                   FORM S-8

                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933

                ______________________________________________

                               BEA SYSTEMS, INC.
            (Exact name of Registrant as Specified in Its Charter)
                ______________________________________________

         DELAWARE                                      77-0394711
(State or Other Jurisdiction                        (I.R.S. Employer
of Incorporation or Organization)                  Identification No.)

                       385 MOFFETT PARK DRIVE, SUITE 105
                              SUNNYVALE, CA 94089
                   (Address of Principal Executive Offices)

                       1997 EMPLOYEE STOCK PURCHASE PLAN
                                       
                           (Full Title of the Plans)
                ______________________________________________

                            WILLIAM T. COLEMAN III
                CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                       
                               BEA SYSTEMS, INC.
                       385 MOFFETT PARK DRIVE, SUITE 105
                              SUNNYVALE, CA 94089
                    (Name and Address of Agent for Service)

                                (408) 743-4000
         (Telephone Number, Including Area Code, of Agent For Service)

                                   Copy to:
                           MICHAEL C. PHILLIPS, ESQ.
                            KEVIN A. FAULKNER, ESQ.
                              CORI M. ALLEN, ESQ.
                            MORRISON & FOERSTER LLP
                              755 PAGE MILL ROAD
                              PALO ALTO, CA 94304
                                (415) 813-5600
              __________________________________________________

                        CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
                                                            Proposed   
                                                             Maximum        Proposed    
                            Amount          Maximum         Aggregate       Amount of   
Title of Securities          to be        Offering Price    Offering      Registration  
to be Registered           Registered      Per Share(1)      Price(2)          Fee       
-------------------------------------------------------------------------------------
Common Stock, 
$.001 par value per        1,250,000           $11         $13,750,000        $4,167
share
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
(1)  Estimated solely for the purpose of calculating the registration fee.
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Page 1 of 11 pages.
                  The Index to Exhibits appears on page II-8.
PART II
                                       
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                                       
ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

   The following documents filed by BEA Systems, Inc. (the "Registrant") with
the Securities and Exchange Commission (the "Commission") are incorporated by
reference herein:

   (a) The Registrant's Prospectus filed pursuant to Rule 424(b) of the
Securities Act of 1933, as amended, and included in the Registration Statement
on Form SB-2 (the "Registration Statement") as declared effective on April 10,
1997 (No. 333-20791), which includes audited financial statements for the
Registrant's latest fiscal year.

   (b) All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") since the end
of the fiscal year covered by the audited financial statements described in (a)
above.

   (c) The description of the Registrant's Common Stock which is contained in
its Registration Statement on Form 8-A dated April 10, 1997 filed under the
Exchange Act, including any amendment or report filed for the purpose of
updating such description.

   All documents filed by the Registrant with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference into this Registration Statement and to be a
part hereof from the date of filing of such documents.  Any statement contained
in a document incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement.  Any statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 4.   DESCRIPTION OF SECURITIES.

   Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

   Not applicable.

                                   II-1
                            Page 2 of 14 Pages
ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

   Section 145 ("Section 145") of the Delaware General Corporation Law
("DGCL") provides a detailed statutory framework covering indemnification of
officers and directors against liabilities and expenses arising out of legal
proceedings brought against them by reason of their being or having been
directors or officers.  Section 145 generally provides that a director or
officer of a corporation (i) shall be indemnified by the corporation for all
expenses of such legal proceedings when he is successful on the merits,
(ii) may be indemnified by the corporation for the expenses, judgments, fines
and amounts paid in settlement of such proceedings (other than a derivative
suit), even if he is not successful on the merits, if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful, and
(iii) may be indemnified by the corporation for the expenses of a derivative
suit (a suit by a stockholder alleging a breach by a director or officer of a
duty owed to the corporation), even if he is not successful on the merits, if
he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation.  No indemnification may be
made under clause (iii) above, however, if the director or officer is adjudged
liable for negligence or misconduct in the performance of his duties to the
corporation, unless a corporation determines that, despite such adjudication,
but in view of all the circumstances, he is entitled to indemnification.  The
indemnification described in clauses (ii) and (iii) above may be made only upon
a determination that indemnification is proper because the applicable standard
of conduct has been met.  Such a determination may be made by a majority of a
quorum of disinterested directors, independent legal counsel, the stockholders
or a court of competent jurisdiction.  The Company's Certificate of
Incorporation provides that the Company shall indemnify to the fullest extent
permitted by Section 145, as it now exists or as amended, all persons whom it
may indemnify pursuant thereto.

   Section 102(b)(7) of the DGCL permits a corporation to provide in its
Certificate of Incorporation that a director of the corporation shall not be
personally liable to the corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for liability (i) for any
breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174
of the DGCL, or (iv) for any transaction from which the director derived an
improper personal benefit.  The Company's Certificate of Incorporation provides
for the elimination of personal liability of a director for breach of fiduciary
duty, as permitted by Section 102(b)(7) of the DGCL.

   Section 8 of the Form of Underwriting Agreement, attached as Exhibit 1.1 to
the Registration Statement on Form SB-2, contains certain provisions relating
to indemnification.

   The Company intends to obtain liability insurance insuring the Company's
officers and directors against liabilities that they may incur in such
capacities.

                                   II-2
                            Page 3 of 14 Pages
The Company has entered into agreements to indemnify its directors and
executive officers, in addition to indemnification provided for in the
Company's charter documents.  These agreements, among other things, provide for
the indemnification of the Company's directors and executive officers for
certain expenses (including attorneys' fees), judgments, fines and settlement
amounts incurred by any such person in any action or proceeding, including any
action by or in the right of the Company, arising out of such person's services
as a director or executive officer of the Company, any subsidiary of the
Company or any other company or enterprise to which such person provides
services at the request of the Company to the fullest extent permitted by
applicable law.  The Company believes that these provisions and agreements will
assist the Company in attracting and retaining qualified persons to serve as
directors and executive officers.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

   Not applicable.

                                   II-3
                            Page 4 of 14 Pages
ITEM 8.   EXHIBITS.

   4.1  Form of Amended and Restated Certificate of Incorporation of the
        Registrant (incorporated by reference to Exhibit 3.5 to the
        Registrant's Registration Statement on Form SB-2 (Commission File No.
        333-20791) which became effective on April 10, 1997 (the "Registration
        Statement on Form SB-2")).
        
   4.2  Registrant's Amended and Restated Bylaws (incorporated by reference to
        Exhibit 3.4 to the Registration Statement on Form SB-2).
        
   4.3  1997 Employee Stock Purchase Plan and form of Stock Option Agreements
        (incorporated by reference to Exhibit 10.13 to the Registration
        Statement on Form SB-2).
        
   5.1  Opinion of Morrison & Foerster LLP.

   23.1 Consent of Morrison & Foerster LLP (contained in Exhibit 5.1).

   23.2 Consent of Ernst & Young LLP, independent auditors.

   23.3 Consent of Ernst & Young LLP, independent auditors.

   23.4 Consent of Ernst & Young LLP, independent auditors.

   23.5 Consent of Ernst & Young Audit, independent auditors.

   24.1 Power of Attorney (See page II-7).

ITEM 9.   UNDERTAKINGS.

          (a)  The undersigned Registrant hereby undertakes:

       (1)  To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

          (i)  To include any prospectus required by Section 10(a)(3) of the
Securities Act;

          (ii) To reflect in the prospectus any facts or events arising after 
the effective date of the Registration Statement (or the most recent 
post-effective amendment thereof) which, individually or in the aggregate, 
represent a fundamental change in the information set forth in the 
Registration Statement;

          (iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement or
any material change to such information in the Registration Statement.

                                   II-4
                            Page 5 of 14 Pages
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
this Registration Statement is on Form S-3 or Form S-8 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in this
Registration Statement.

       (2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.

       (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

   (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.

   (c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act, and is, therefore,
unenforceable.  In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred by a
director, officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.

                                   II-5
                            Page 6 of 14 Pages
SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, as amended, BEA
Systems, Inc. certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Sunnyvale, State of California, on April 10,
1997.

                              
                              BEA SYSTEMS, INC.

                              
                              By:            /s/ William T. Coleman III
                                  --------------------------------------------
                                   William T. Coleman III
                                   Chairman, President and Chief Executive
                                   Officer
                                   
                               POWER OF ATTORNEY
                                       
    KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints, severally and not jointly, William T.
Coleman III, Edward W. Scott, Jr., Alfred S. Chuang, and Steve L. Brown, with
full power to act alone, his true and lawful attorneys-in-fact, with the power
of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact full
power and authority to do and perform each and every act and thing requisite
and necessary to be done as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorneys-in-
fact may lawfully do or cause to be done by virtue hereof.

    Pursuant to the requirements of the Securities Act of 1933, this 
Registration Statement has been signed by the following persons in the 
capacities and on the dates indicated:

       Signature                       Title                      Date
       ---------                       -----                      ----

/s/ William T. Coleman III    President, Chief Executive       April 10, 1997
----------------------------  Officer and Director 
William T. Coleman III        (PRINCIPAL EXECUTIVE OFFICER)

                                   II-6
                            Page 7 of 14 Pages
/s/ Steve L. Brown            Chief Financial Officer and      April 10, 1997
----------------------------  Executive Vice President 
Steve L. Brown                (PRINCIPAL FINANCIAL AND
                              ACCOUNTING OFFICER)

/s/ Edward W. Scott, Jr.      Director                         April 10, 1997
----------------------------  
Edward W. Scott, Jr.

/s/ William H. Janeway        Director                         April 10, 1997
----------------------------  
William H. Janeway

/s/ Stewart K.P. Gross        Director                         April 10, 1997
----------------------------  
Stewart K.P. Gross

/s/ Cary J. Davis             Director                         April 10, 1997
----------------------------  
Cary J. Davis

/s/ Carol Bartz               Director                         April 10, 1997
----------------------------  
Carol Bartz

/s/ Dean Morton               Director                         April 10, 1997
----------------------------  
Dean Morton

                                   II-7
                            Page 8 of 14 Pages
EXHIBIT INDEX

EXHIBIT                                                              SEQUENTIAL
NUMBER              DESCRIPTION                                       PAGE NO.
-------             -----------                                       --------
4.1       Form of Amended and Restated Certificate of Incorporation
          of the Registrant (incorporated by reference to Exhibit 3.5
          to the Registrants' Registration Statement on Form SB-2
          (Commission File No. 333-20791 which became effective on
          April 10, 1997 (the "Registration Statement on Form SB-
          2")).

4.2       Registrant's Amended and Restated Bylaws (incorporated by
          reference to Exhibit 3.4 to the Registration Statement on
          Form SB-2).

4.3       1997 Employee Stock Purchase Agreement and form of Stock
          Option Agreements (incorporated by reference to Exhibit
          10.5 to the Registration Statement on Form SB-2).

5.1       Opinion of Morrison & Foerster LLP.                              10

23.1      Consent of Morrison & Foerster LLP (contained in Exhibit 5.1).   10

23.2      Consent of Ernst & Young LLP, independent auditors.              11

23.3      Consent of Ernst & Young LLP, independent auditors.              12

23.4      Consent of Ernst & Young LLP, independent auditors.              13

23.5      Consent of Ernst & Young Audit, independent auditors.            14

24.1      Power of Attorney (See pages II-7).                               7

                                   II-8
                            Page 9 of 14 Pages