Comments i need some explanation on using  be or being or been realy it is difficult .  what wil be the difference between these 2 sentences 1 .I thought he was being silly. 2 .I thought he was been silly. 3 .I thought he would be silly. Hello Zeyad, Sentence number 2 is not good English. Sentence 1 is talking about how the speaker thought he was behaving in the past. Sentence 3 is talking about the speakers' expectation or prediction in the past. Best wishes, Adam The LearnEnglish Team