<PAGE>
 
    As filed with the Securities and Exchange Commission on May 4, 1999

                                                      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.)

                            2315 North First Street
                              San Jose, Ca 95131
                   (Address of Principal Executive Offices)


                           1997 Stock Incentive Plan

                           (Full Title of the Plans)
                ______________________________________________
                            William T. Coleman III
                Chairman, President and Chief Executive Officer

                               BEA SYSTEMS, INC.
                            2315 North First Street
                              San Jose, Ca 95131
                    (Name and Address of Agent for Service)

                                (408) 570-8000
         (Telephone Number, Including Area Code, of Agent For Service)

                                   Copy to:
                           Michael C. Phillips, 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             Proposed 
                                Amount              Maximum                 Maximum             Amount of
Title of Securities to be        to be          Offering Price        Aggregate Offering      Registration
 Registered                  Registered(1)       Per Share(2)              Price(2)                Fee
-----------------------------------------------------------------------------------------------------------
<S>                            <C>                 <C>                     <C>                  <C>
Common Stock, $.001 par
 value per share              2,682,529            $15.00                  $40,237,935           $11,186.15
===========================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
    pursuant to Rule 457(h) and Rule 457(c) under the Securities Act, the
    proposed maximum offering price per share and the proposed aggregate maximum
    offering price have been determined on the basis of the high and low prices
    quoted on the Nasdaq National Market on May 3, 1999.
================================================================================
<PAGE>
 
                                    PART I

                          INFORMATION REQUIRED IN THE
                           SECTION 10(a) PROSPECTUS


     The documents containing the information specified in Part 1 of Form S-8
(plan information and registrant information and employee plan annual
information) will be sent or given to employees as specified by Securities and
Exchange Commission Rule 428(b)(1).  Such documents need not be filed with the
Securities and Exchange Commission either as part of this Registration Statement
or as prospectuses or prospectus supplements pursuant to Rule 424.  These
documents and the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Form S-8 (Part II hereof), taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act of 1933.

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     There are hereby incorporated by reference in this Registration Statement
the following documents and information previously filed with the Securities and
Exchange Commission (the "Commission"):

     1.    The contents of the Registrant's Registration Statements on Form S-8,
Commission File No. 333-37385, including exhibits thereto, are hereby
incorporated by reference into this Registration Statement, except as the same
may be modified by the information set forth herein.

     2.    The Registrant's Annual Report on Form 10-K for the fiscal year ended
January 31, 1999, filed pursuant to Section 13 of the Securities Exchange Act of
1934 (the "Exchange Act").

     3.    The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A (File No. 000-22369).

     All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date of this Registration Statement, and
prior to the filing of a post-
<PAGE>
 
effective amendment which indicates that all securities offered hereby have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents.

Item 8.  Exhibits.

     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

     24.1  Power of Attorney (see II-4)
<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 San Jose, State of California, on May 4, 1999.

                              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:

<TABLE>
<CAPTION>
              Signature                                      Title                                 Date
------------------------------------------   ------------------------------------------   --------------------------
<S>                                            <C>                                              <C>
                                               President, Chief Executive Officer and             May 4, 1999
                                               Director (Principal 
        /s/ William T. Coleman III             Executive Officer)
------------------------------------------  
            William T. Coleman III          
</TABLE> 
<PAGE>
 
<TABLE>
<CAPTION>
              Signature                                      Title                                 Date
------------------------------------------   ------------------------------------------   --------------------------
<S>                                            <C>                                              <C>
                                               Chief Financial Officer and Executive         May 4, 1999
                                               Vice President (Principal Financial and
           /s/ Steve L. Brown                  Accounting Officer)
------------------------------------------  
             Steve L. Brown


       /s/ Edward W. Scott, Jr.                Director                                      May 4, 1999
------------------------------------------
         Edward W. Scott, Jr.


        /s/ William H. Janeway                 Director                                      May 4, 1999
------------------------------------------  
          William H. Janeway


        /s/ Stewart K.P. Gross                 Director                                      May 4, 1999
------------------------------------------  
          Stewart K.P. Gross
  

          /s/ Cary J. Davis                    Director                                      May 4, 1999
------------------------------------------  
            Cary J. Davis


           /s/ Carol Bartz                     Director                                      May 4, 1999
------------------------------------------  
             Carol Bartz


            /s/ Dean Morton                    Director                                      May 4, 1999
------------------------------------------  
              Dean Morton
</TABLE>
<PAGE>
 
                               INDEX TO EXHIBITS
                                        

Exhibit
Number              Document
------              --------

  5.1     Opinion of Morrison & Foerster LLP

  23.1    Consent of Counsel (included in Exhibit 5.1)

  23.2    Consent of Ernst & Young LLP, Independent
          Auditors

  24.1    Power of Attorney (see II-4)
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 11046}]
{"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": "333-77725", "film-number": "99610267"}, "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"}}
As filed with the Securities and Exchange Commission on May 4, 1999

                                                      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.)

                            2315 North First Street
                              San Jose, Ca 95131
                   (Address of Principal Executive Offices)

                           1997 Stock Incentive Plan

                           (Full Title of the Plans)
                ______________________________________________
                            William T. Coleman III
                Chairman, President and Chief Executive Officer

                               BEA SYSTEMS, INC.
                            2315 North First Street
                              San Jose, Ca 95131
                    (Name and Address of Agent for Service)

                                (408) 570-8000
         (Telephone Number, Including Area Code, of Agent For Service)

                                   Copy to:
                           Michael C. Phillips, Esq.
                              Cori M. Allen, Esq.
                            Morrison & Foerster LLP
                              755 Page Mill Road
                              Palo Alto, CA 94304
                                (415) 813-5600
              __________________________________________________
                        CALCULATION OF REGISTRATION FEE
Proposed             Proposed 
                                Amount              Maximum                 Maximum             Amount of
Title of Securities to be        to be          Offering Price        Aggregate Offering      Registration
 Registered                  Registered(1)       Per Share(2)              Price(2)                Fee
-----------------------------------------------------------------------------------------------------------
Common Stock, $.001 par
 value per share              2,682,529            $15.00                  $40,237,935           $11,186.15
===========================================================================================================
(1) Estimated solely for the purpose of calculating the registration fee
    pursuant to Rule 457(h) and Rule 457(c) under the Securities Act, the
    proposed maximum offering price per share and the proposed aggregate maximum
    offering price have been determined on the basis of the high and low prices
    quoted on the Nasdaq National Market on May 3, 1999.
================================================================================
PART I

                          INFORMATION REQUIRED IN THE
                           SECTION 10(a) PROSPECTUS

     The documents containing the information specified in Part 1 of Form S-8
(plan information and registrant information and employee plan annual
information) will be sent or given to employees as specified by Securities and
Exchange Commission Rule 428(b)(1).  Such documents need not be filed with the
Securities and Exchange Commission either as part of this Registration Statement
or as prospectuses or prospectus supplements pursuant to Rule 424.  These
documents and the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Form S-8 (Part II hereof), taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act of 1933.

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     There are hereby incorporated by reference in this Registration Statement
the following documents and information previously filed with the Securities and
Exchange Commission (the "Commission"):

     1.    The contents of the Registrant's Registration Statements on Form S-8,
Commission File No. 333-37385, including exhibits thereto, are hereby
incorporated by reference into this Registration Statement, except as the same
may be modified by the information set forth herein.

     2.    The Registrant's Annual Report on Form 10-K for the fiscal year ended
January 31, 1999, filed pursuant to Section 13 of the Securities Exchange Act of
1934 (the "Exchange Act").

     3.    The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A (File No. 000-22369).

     All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date of this Registration Statement, and
prior to the filing of a post-
effective amendment which indicates that all securities offered hereby have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents.

Item 8.  Exhibits.

     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

     24.1  Power of Attorney (see II-4)
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 San Jose, State of California, on May 4, 1999.

                              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
------------------------------------------   ------------------------------------------   --------------------------
President, Chief Executive Officer and             May 4, 1999
                                               Director (Principal 
        /s/ William T. Coleman III             Executive Officer)
------------------------------------------  
            William T. Coleman III
Signature                                      Title                                 Date
------------------------------------------   ------------------------------------------   --------------------------
Chief Financial Officer and Executive         May 4, 1999
                                               Vice President (Principal Financial and
           /s/ Steve L. Brown                  Accounting Officer)
------------------------------------------  
             Steve L. Brown

       /s/ Edward W. Scott, Jr.                Director                                      May 4, 1999
------------------------------------------
         Edward W. Scott, Jr.

        /s/ William H. Janeway                 Director                                      May 4, 1999
------------------------------------------  
          William H. Janeway

        /s/ Stewart K.P. Gross                 Director                                      May 4, 1999
------------------------------------------  
          Stewart K.P. Gross
  

          /s/ Cary J. Davis                    Director                                      May 4, 1999
------------------------------------------  
            Cary J. Davis

           /s/ Carol Bartz                     Director                                      May 4, 1999
------------------------------------------  
             Carol Bartz

            /s/ Dean Morton                    Director                                      May 4, 1999
------------------------------------------  
              Dean Morton
INDEX TO EXHIBITS
                                        

Exhibit
Number              Document
------              --------

  5.1     Opinion of Morrison & Foerster LLP

  23.1    Consent of Counsel (included in Exhibit 5.1)

  23.2    Consent of Ernst & Young LLP, Independent
          Auditors

  24.1    Power of Attorney (see II-4)