-
                                  United States
                       Securities and Exchange Commission

                             Washington, D.C. 20549

                                    FORM 10-Q

[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the Period Ended September 30, 2003.

[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the Transition Period from __________ to __________.

                        Commission File Number: 0-26387

                                 BE INCORPORATED
             (Exact name of Registrant as specified in its charter)

                    Delaware                           94-3123667
        (State or other jurisdiction of     (IRS Employer Identification No.)
           incorporation or organization)

        655 West Evelyn Avenue, Suite 6, Mountain View, California 94041
          (Address of principal executive offices, including zip code)

                                 (650) 965-4842
              (Registrant's telephone number, including area code)

                            ------------------------

              (Former name, former address and former fiscal year,
                          if changed since last report)

- ------------------------------------------------------------------------------
     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter periods that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Exchange Act Rule 12b-2). Yes [ ] No [X]

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

Common Stock, No Par Value --- 38,450,527 shares as of November 5, 2003

- ------------------------------------------------------------------------------

<PAGE>

                                 BE INCORPORATED

                                      Index

<TABLE>
<CAPTION>
                                                                                                        PAGE
PART 1     FINANCIAL INFORMATION
                      <S>                                                                                 <C>
           Item 1.    Financial Statements

                      Consolidated Statement of Net Assets in Liquidation at September 30, 2003...........1

                      Consolidated Statement of Changes in Net Assets in Liquidation for the
                      period from March 16, 2002 to September 30, 2003....................................2

                      Condensed Consolidated Balance Sheet at December 31, 2001...........................3

                      Condensed Consolidated Statements of Operations for the period
                      from January 1, 2002 to March 15, 2002 and for the three months
                      ended March 31, 2001................................................................4

                      Condensed Consolidated Statements of Cash Flows of Operations for
                      the period from January 1, 2002 to March 15, 2002 and for the three months
                      ended March 31, 2001................................................................5

                      Notes to Condensed Consolidated Financial Statements................................6

           Item 2.    Management's Discussion and Analysis of Financial Condition and Results of
                      Discontinued Operations.............................................................9

           Item 3.    Quantitative and Qualitative Disclosure about Market Risk..........................15

           Item 4.    Controls and Procedures............................................................16

PART II.  OTHER INFORMATION

           Item 1.    Legal Proceedings..................................................................17

           Item 2.    Changes in Securities and Use of Proceeds..........................................17

           Item 3.    Defaults Upon Senior Securities....................................................17

           Item 4.    Submission of Matters to a Vote of Security Holders................................17

           Item 5.    Other Information..................................................................17

           Item 6.    Exhibits and Reports on Form 8-K...................................................17

SIGNATURES            ...................................................................................18

CERTIFICATIONS        ...................................................................................19
</TABLE>


<PAGE>


                          PART I FINANCIAL INFORMATION

ITEM 1 FINANCIAL STATEMENTS

                                 BE INCORPORATED
            CONSOLIDATED STATEMENT OF NET ASSETS IN LIQUIDATION
                                 (In thousands)

                                   (unaudited)

                                                              September 30, 2003
                                                              ------------------
ASSETS

  Cash and cash equivalents .......................................      $27,283
  Other assets ....................................................            3
                                                                         -------
    Total assets ..................................................      $27,286
                                                                         =======
LIABILITIES

  Accounts payable ................................................      $    36
  Technology License obligations ..................................          540
  Estimated costs during period of liquidation (Note 2) ...........        2,426

  Contingent liabilities (Note 4)
                                                                         -------
    Total liabilities .............................................        3,002
                                                                         -------
    Net assets in liquidation .....................................      $24,284
                                                                         =======


                  The accompanying notes are an integral part
                         of these financial statements.


                                      -1-

<PAGE>


                                 BE INCORPORATED
       CONSOLIDATED STATEMENT OF CHANGES IN NET ASSETS IN LIQUIDATION
                                 (In thousands)
                                   (Unaudited)


                                                             For the period from
                                                             March 16, 2002 to
                                                             September 30, 2003
                                                             -------------------
Net assets in liquidation at March 16, 2002                       $  3,185
    Recoveries and refunds, net                                         76
    Earnings on cash and cash equivalents                                7
                                                                  --------
Net assets in liquidation at March 31, 2002                       $  3,268
    Recoveries and refunds, net                                          5
    Earnings on cash and cash equivalents                               17
                                                                  --------
Net assets in liquidation at June 30, 2002                        $  3,290
    Recoveries and refunds, net                                       (186)
    Earnings on cash and cash equivalents                               16
                                                                  --------
Net assets in liquidation at September 30, 2002                   $  3,120
    Recoveries and refunds, net                                        (15)
    Earnings on cash and cash equivalents                               14
                                                                  --------
Net assets in liquidation at December 31, 2002                    $  3,119
    Recoveries and refunds, net                                        (32)
    Earnings on cash and cash equivalents                                9
                                                                  --------
Net assets in liquidation at March 31, 2003                       $  3,096
    Recoveries and refunds, net                                        (69)
    Earnings on cash and cash equivalents                                7
                                                                  --------
Net assets in liquidation at June 30, 2003                        $  3,034
    Recoveries and refunds, net                                     21,240
    Earnings on cash and cash equivalents                               10
                                                                  --------
Net assets in liquidation at September 30, 2003                   $ 24,284
                                                                  ========


                  The accompanying notes are an integral part
                         of these financial statements.


                                      -2-
<PAGE>

                                 BE INCORPORATED
                     Consolidated Balance Sheets - Unaudited
               (in thousands, except share and per share amounts)


                                                                    December 31,
                                                                        2001
                                                                        ----

Assets
Current assets:
       Cash and cash equivalents ....................................   $ 5,381
       Short-term investments .......................................        --
       Accounts receivable ..........................................        66
       Prepaid and other current assets .............................     1,363
                                                                         ------
           Total current assets .....................................     6,810
Property and equipment, net .........................................         2
Other assets, net of accumulated amortization .......................        24
                                                                         ------
           Total assets .............................................   $ 6,836
                                                                         ======

Liabilities and stockholders' equity:
       Accounts payable .............................................   $    96
       Accrued expenses .............................................        94
       Technology license obligations ...............................       815
       Deferred revenue .............................................        56
                                                                         ------
           Total liabilities ........................................     1,061
                                                                         ------

Commitments and Contingencies (Note 4)

Stockholders' Equity:
       Preferred stock, $.001 par value:
         Shares authorized: 2,000,000
         Shares issued and outstanding: none
       Common stock, $.001 par value:
         Shares authorized: 78,000,000 shares
         Shares issued and outstanding: 38,486,007...................        38
Additional paid-in capital...........................................   106,493
Deferred stock compensation..........................................       (39)
Accumulated deficit..................................................  (100,717)
Accumulated other comprehensive income (loss)........................        -
                                                                          ------
           Total stockholders' equity................................     5,775
                                                                          ------
             Total liabilities and stockholders' equity..............   $ 6,836
                                                                         =======


                  The accompanying notes are an integral part
                         of these financial statements.


                                      -3-
<PAGE>


                                 BE INCORPORATED
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                      (In thousands, except per share data)
                                   (Unaudited)


                                                             For the
                                                              Period    Three
                                                            January 1,  Months
                                                              2002 to   Ending
                                                             March 15, March 31,
                                                               2002      2001
                                                            ---------   --------
Net revenues ...........................................        -           100
Cost of revenues .......................................        -           251
                                                           --------     --------
Gross profit (loss) ....................................        -          (151)

Operating expenses:
   Research and development ............................        -         2,481
   Sales and marketing .................................        -         1,618
   General and administrative ..........................       551        1,146
   Restructuring charge ................................        -           307
       Total operating expenses ........................       551        5,552
                                                           --------     --------
Loss from operations ...................................      (551)      (5,703)

Interest expense .......................................        -           (15)
Other income and expenses, net .........................         6          161
                                                           --------     --------
Net loss ...............................................      (545)      (5,557)
                                                           ========     ========
Net loss per common share--basic and diluted ...........  $   (.01)    $   (.15)
                                                           ========     ========
Shares used in per common share
   calculation--basic and diluted ......................    38,450       36,194
                                                           ========     ========


                  The accompanying notes are an integral part
                         of these financial statements.


                                      -4-
<PAGE>


                                 BE INCORPORATED
                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                 (In thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                             For the
                                                             Period     Three
                                                            January 1,  Months
                                                              2002 to   Ending
                                                             March 15, March 31,
                                                               2002       2001
                                                            ---------   --------
<S>                                                         <C>        <C>
Cash flows from operating activities:
   Net loss ............................................    $ (545)    $ (5,557)
   Adjustments to reconcile net loss to net
     cash used in operating activities:
       Depreciation and amortization ...................         1          267
       Amortization of discount on
        technology license obligations .................         5           15
       Loss on disposal of fixed assets ................                      6
       Amortization of deferred stock compensation .....         2          302
       Changes in assets and liabilities
          Accounts receivable ..........................        52         (428)
          Prepaid and other current assets .............        78           (3)
          Accounts payable .............................       (88)        (190)
          Accrued expenses .............................       (53)         202
          Deferred revenue .............................       (56)         368
                                                           --------    --------
            Net cash used in operating activities ......      (604)      (5,018)
                                                           --------    --------
Cash flow provided by investing activities:
   Acquisition of property and equipment ...............        -           (72)
   Acquisition of licensed technology ..................        -          (175)
   Purchases of short-term investments .................        -        (1,728)
   Sales of short-term investments .....................        -         3,588
                                                           --------    --------
            Net cash provided by investing activities ..        -         1,613
                                                           --------    --------
Cash flows provided by financing activities:
Proceeds from issuance of common stock:
     pursuant to common stock options ..................        -            12
     pursuant to common stock warrants .................        -           180
     under Employee Stock Purchase Plan ................        -           324
                                                           --------    --------
            Net cash provided by financing activities ..        -           516
                                                           --------    --------
Net increase (decrease) in cash and cash equivalents ...      (604)      (2,889)
                                                           --------    --------
Cash and cash equivalents, beginning of period .........     5,381        9,463
                                                           --------    --------
Cash and cash equivalents, end of period ...............   $ 4,777     $  6,574
                                                           ========    ========
</TABLE>


                  The accompanying notes are an integral part
                         of these financial statements.


                                      -5-

<PAGE>

                                 BE INCORPORATED
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 - Be Incorporated and its Significant Accounting Policies:

     Be  Incorporated  ("Be") was founded in 1990 and prior to
the cessation of its business operations offered software platforms designed for
Internet appliances and digital media applications.

     The unaudited condensed  consolidated  financial statements included herein
have been prepared by Be pursuant to the rules and regulations of the Securities
and Exchange  Commission.  Certain information or footnote  disclosures normally
included in financial  statements prepared in accordance with generally accepted
accounting  principles have been condensed or omitted pursuant to such rules and
regulations.   In  the  opinion  of  Be  the  accompanying  unaudited  condensed
consolidated  financial  statements contain all adjustments,  consisting only of
normal  recurring  adjustments,   necessary  to  present  fairly  the  financial
information  included  therein.  While  Be  believes  that the  disclosures  are
adequate to make the  information  not  misleading,  it is suggested  that these
financial  statements  be read  in  conjunction  with  the  unaudited  financial
statements and accompanying  notes included in Be's Annual Report on Form 10-K/A
for the fiscal year ended  December  31, 2001 as filed with the  Securities  and
Exchange Commission.

     On August  16,  2001,  the Board of  Directors  of Be  unanimously  adopted
resolutions approving the sale of substantially all of our intellectual property
and other  technology  assets (the "Asset Sale") to ECA  Subsidiary  Acquisition
Corporation,  a Delaware corporation and an indirect wholly-owned  subsidiary of
Palm, Inc.  ("Palm"),  pursuant to an Asset Purchase  Agreement dated August 16,
2001.  On October 9, 2001,  we filed a  definitive  proxy  statement  soliciting
stockholder  approval for the Asset Sale and the dissolution of Be pursuant to a
plan of  dissolution  (the  "Plan  of  Dissolution").  The  Plan of  Dissolution
provides for the orderly liquidation of Be's remaining assets, the winding-up of
Be's business and operations and the  dissolution of the company.  In accordance
with the terms of the Plan of  Dissolution,  Be will  pay,  or  provide  for the
payment of, all of its liabilities and obligations following the approval of the
Board to proceed with the liquidation  and dissolution of the company.  If there
are any remaining assets after the payment, or the provision for payment, of all
of its liabilities and  obligations,  Be will then distribute such assets to its
stockholders in one or more distributions.

     On October 29,  2003,  Be filed a petition for  determinations  pursuant to
Delaware  Code Ann. Tit. 8, Section  280(c) with the Delaware  Court of Chancery
seeking  determination  of any  amounts  and  form  of  security  that  will  be
reasonably  likely to be  sufficient  to  provide  compensation  for any  claims
against Be.  After the court has made its  determination  Be will  announce  the
final plan for stockholder distribution under the Plan of Dissolution.


                                      -6-
<PAGE>

     At a special  meeting  of  stockholders  held on  November  12,  2001,  the
stockholders  of Be  approved  the Asset Sale and the Plan of  Dissolution.  The
Asset Sale was  completed on November 13, 2001.  Under the terms of the Purchase
Agreement,  Be received an aggregate  of  4,104,478  shares of Palm common stock
valued at approximately  $11,000,000 on the closing date of the transaction.  On
March  15,  2002,  we filed a  certificate  of  dissolution  with  the  Delaware
Secretary  of State in  accordance  with the  Plan of  Dissolution  approved  by
stockholders  on  November  12,  2001 and as set forth in the  Definitive  Proxy
Statement filed on October 9, 2001.

     Accordingly,  all activities of Be as of March 15, 2002 are presented under
the liquidation basis of accounting.  Under the liquidation basis of accounting,
assets are stated at their  estimated net realizable  values and liabilities are
stated at their anticipated settlement amount, if reasonably estimable.  Because
we no longer have  business  operations  or  operating,  investing  or financing
activities  while in  liquidation,  our  condensed  consolidated  statements  of
operations and  statements of cash flows in this  Quarterly  Report on Form 10-Q
compare the period  from  January 1, 2002 to March 15, 2002 with the three month
period  ending  March  31,  2001 in  accordance  with  the  requirements  of the
liquidation basis of accounting.  See "Activities  While in Liquidation"  below.
Additionally,  Be's common stock was delisted  from the NASDAQ  National  Market
effective March 15, 2002.


Activities While in Liquidation

     Changes in net assets in liquidation  for the period from March 16, 2002 to
March 31, 2002 of $83,000, were primarily a result of the early termination of a
technology  license  agreement.  Changes  in net assets in  liquidation  for the
period from April 1, 2002 to June 30, 2002,  were primarily a result of earnings
on cash and cash  equivalents.  Changes  in net  assets in  liquidation  for the
periods  from July 1, 2002 to June 30,  2003 were  primarily  a result of salary
payments,  professional  fees and other  costs  related to our  liquidation  and
dissolution activities. Changes in net assets in liquidation for the period from
July 1, 2003 to  September  30, 2003 were  primarily a result of the  settlement
amount received from Microsoft  after mediation of Be's antitrust  lawsuit filed
in February,  2002,  offset by income taxes,  director and officer  compensation
payments,  professional  fees and other  costs  related to our  liquidation  and
dissolution activities.

     Be expects to continue  to incur  certain  administrative,  legal and other
costs associated with winding up its affairs. These costs have been accrued (See
Note 2).

     While  the  amount  of  unknown  or   contingent   liabilities   cannot  be
specifically  quantified  at this  time  and  could  decrease  remaining  assets
available for  distribution  to Be's  shareholders,  Be has filed a petition for
determinations  pursuant to Delaware Code Ann.  Tit. 8, Section  280(c) with the
Delaware  Court of  Chancery  seeking  determination  of any amounts and form of
security that will be reasonably likely to be sufficient to provide compensation
for any claims against Be. Further,  if Be is subject to any  liabilities,  this
could require that it establish reserves that could delay certain  distributions
to Be  shareholders.  Because  of  the  uncertainties  as  to  the  precise  net
realizable  value of Be's  assets  and the  settlement  amount of Be's debts and
liabilities,  Be  cannot  at  this  time  determine  the  timing  or  amount  of
distributions  that may be made to its  shareholders,  if any. Only if there are
assets  remaining  at the  time  of the  liquidation  of  Be's  assets  will  Be
shareholders receive a distribution of those assets. After the Delaware Court of
Chancery  has  made  its  determination  Be will  announce  the  final  plan for
stockholder distribution under the Plan of Dissolution.



                                      -7-
<PAGE>


Note 2 - Balance Sheet Components (in Thousands):

Estimated Costs During Period of Liquidation:


                                                    September 30, 2003
                                                    ------------------
Accrued salaries, wages and benefits                     $    24
Accrued Director and Officer compensation
         from lawsuit settlement income                    1,162
Accrued taxes payable against lawsuit settlement income      981
Accrued professional fees                                    217
Accrued leases payable                                         8
Miscellaneous accrued expenses                                34
                                                          ------
  Estimated costs during period of liquidation            $2,426
                                                          ======


Note 3 - Net Loss Per Share:

     Basic net loss per share is computed  using the weighted  average number of
common  shares  outstanding  during the  periods.  Diluted net loss per share is
computed using the weighted  average number of common and  potentially  dilutive
common shares during the periods presented.  Diluted loss per share was the same
as basic  loss per share for the three  months  ended  March 31,  2002 and 2001.
During the period  from  January 1, 2002 to March 15,  2002 and the three  month
period ended March 31 2001,  options to purchase  approximately  899,000 and 7.1
million shares of Common Stock, respectively,  were outstanding but not included
in the  calculation  because  they were  anti-dilutive.  During the period  from
January 1, 2002 to March 15,  2002 and the three  month  period  ended  March 31
2001, warrants to purchase approximately 1.5 million shares were outstanding but
not included in the calculation because they were anti-dilutive. Any outstanding
option  exercised  after the March 15,  2002  Record  Date would not entitle the
holder of any resulting shares of Common Stock to be eligible for  participation
in any liquidation distribution to stockholders, and therefore terminated.

NOTE 4 - Legal Contingencies:

     Antitrust lawsuit

     On February 15, 2002, Be engaged Susman Godfrey LLP on a contingency  basis
to bring forth claims against Microsoft  Corporation for the destruction of Be's
business  resulting from  anticompetitive  business  practices.  On February 19,
2002,  we filed a lawsuit in the United States  District  Court in San Francisco
alleging,  among other things,  Microsoft harmed Be through a series of illegal,
exclusionary and  anticompetitive  acts designed to maintain its monopoly in the
Intel-compatible  PC  operating  system  market and  created  exclusive  dealing
arrangements with PC OEMs prohibiting the sale of PCs with multiple preinstalled
operating  systems.  On August 21,  2002,  the Judicial  Panel on  Multidistrict
Litigation  ordered the lawsuit  against  Microsoft  transferred  to the federal
district  court for the District of Maryland in Baltimore,  to be coordinated by
Judge  Frederick  Motz.  On September  5, 2003 Be and  Microsoft  announced  the
parties had reached a mutually  acceptable  mediated  settlement of the lawsuit,
approved  by Be's Board of  Directors,  whereby  Microsoft  would pay Be,  after
attorney's  fees,  the  amount of  $23,250,000  to end  further  litigation.  On
September  10,  2003,  Judge  Motz  dismissed  the  lawsuit  with  prejudice  as
stipulated by Be and Microsoft.




                                      -8-
<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF DISCONTINUED OPERATIONS

     The following  Management's  Discussion and Analysis of Financial Condition
and  Results of  Discontinued  Operations  contains  forward-looking  statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities  Exchange Act of 1934, as amended.  Any statements
contained in this  document,  including  without  limitation  statements  to the
effect that Be or its management "believes," "expects,"  "anticipates," "plans,"
"may," "will," "projects," "continues," or "estimates," or statements concerning
"potential,"  or  "opportunity"  or  other  variations   thereof  or  comparable
terminology or the negative thereof,  that are not statements of historical fact
should  be  considered   forward-looking   statements.   These   forward-looking
statements  are based on  current  expectations  and  entail  various  risks and
uncertainties  that could cause actual results to differ  materially  from those
projected   in  the   forward-looking   statements.   Some  of  such  risks  and
uncertainties are set forth below under "Risk Factors".

Overview

     Be was  founded  in  1990  and  prior  to  the  cessation  of its  business
operations  offered  software  solutions  designed for Internet  appliances  and
digital  media  applications.  On August  16,  2001,  we  entered  into an asset
purchase agreement with Palm, Inc. to sell substantially all of our intellectual
property  and other  technology  assets.  This  transaction  was approved by our
stockholders  on November 12, 2001 and was  completed  on November 13, 2001.  On
March 15, 2002,  we filed a  Certificate  of  Dissolution  with the Secretary of
State of Delaware  pursuant to Section 275 of the Delaware  General  Corporation
Law,  closed our transfer books and  voluntarily  delisted our common stock from
the Nasdaq National Market System.

     Prior to 1998, we had no revenues and our operations consisted primarily of
research and  development.  In December  1998,  we shipped the first  version of
BeOS,  our desktop  operating  system  targeted  primarily  to end users.  Prior
releases of BeOS were targeted primarily to software developers. Throughout 1999
we focused on delivering BeOS as a desktop  operating  system to end users,  but
ultimately  determined the barriers to entry and the cost of intense competition
in that market was more than we could  overcome.  In recognition of this, and to
address  shareholder  value, in 2000 we shifted our resources to focus primarily
on the market for Internet appliances and the further development, marketing and
deployment of BeIA, our software solution intended for Internet  appliances.  At
the same  time we  announced  that we would be making  available  at no charge a
version of BeOS for personal  use, and a more fully  featured  version  would be
available for a charge through third party publishers. Our revenues in 2000 were
primarily  generated  from  the  sale  of  BeOS  to  our  licensed  third  party
publishers,  and other resellers and  distributors,  and direct sales of BeOS to
end users  through  our  BeDepot.com  Web site.  We also  generated  revenue  by
collecting commission from sales of third party software through our BeDepot.com
Web site.

                                      -9-
<PAGE>

     In 2001, revenues were generated through royalty payments,  maintenance and
support fees,  professional services and integration fees and by revenue-related
consulting  services  performed after August 16, 2001 under a funding  agreement
with Palm executed in connection  with the asset sale.  These  payments and fees
were received from developers and manufacturers of Internet appliances,  as well
as other  systems  and  hardware  manufacturers  incorporating  BeIA into  their
products.  However,  revenues from BeIA did not offset the loss of revenues from
sales  of BeOS.  Upon the  completion  of the sale of  substantially  all of our
assets to Palm,  we received an  aggregate  of  4,104,478  shares of Palm common
stock and sold these shares on November 13, 2001 for $10,100,772 in cash, net of
brokerage  and  transaction  fees. As a result of the sale of our assets and the
cessation  of our business  operations,  we do not expect to generate any future
revenues.

     Our research and development  expenses consisted  primarily of compensation
and related costs for research and  development  personnel.  We also included in
research  and   development   expenses  the  costs   relating  to  licensing  of
technologies and amortization of costs of software tools used in the development
of our operating  system.  Costs incurred in the research and development of new
releases and  enhancements  were expensed as incurred. These costs  included the
cost  of  licensing  technology  that  was  incorporated  into  a  product or an
enhancement   that  was  still  in  preliminary   development,   and  for  which
technological feasibility had not been established. Once the product was further
developed and technological feasibility had been established,  development costs
were capitalized until the product was  available for general release.  Products
and  enhancements  have  generally  reached  technological  feasibility and were
released for sale  at substantially  the  same time.  As we have ceased business
operations, we do not expect to incur any research and  development  expenses in
the future.

     Our sales and marketing  expenses  consisted  primarily of compensation and
related  costs for sales and marketing  personnel,  marketing  programs,  public
relations,  investor  relations,  promotional  materials,  travel,  and  related
expenses for attending  trade shows.  In July 2001, we eliminated  our sales and
marketing  group.  As we have ceased  operations,  we do not expect to incur any
sales and marketing expenses in the future.

     General and administrative expenses consisted primarily of compensation and
related expenses for management, finance, and accounting personnel, professional
services and related fees,  occupancy  costs and other  expenses.  We expect our
general and  administrative  expenses in the future to be minimal.  However,  we
continue to incur legal,  accounting and other  professional fees related to our
liquidation  and  dissolution,  continue to lease  rental  space and continue to
employ Dan Johnston,  our President and General Counsel,  in order to facilitate
the wind up of our operations and to oversee legal proceedings.

     In the past,  we marketed  and sold our  products in the United  States and
internationally. International sales of products accounted for approximately 0%,
23% and 56% of total revenues in 2001,  2000 and 1999,  respectively.  We do not
expect to generate any revenues in the near or extended future.


                                      -10-
<PAGE>

     From time to time in the past, we have granted stock options to  employees,
consultants and non-employee directors. As of December 31, 2001, we had recorded
deferred  compensation  related to these  options  in the total  amount of $12.6
million,  net of cancellations,  representing the difference  between the deemed
fair value of our common stock, as determined for accounting  purposes,  and the
exercise  price of options at the date of grant.  Of this amount,  $11.9 million
had been  amortized  at December 31, 1999,  with $2.6 and $(2.0)  million  being
amortized in 2000 and 2001, respectively.  The negative amount shown for 2001 is
due to the  cancellation of options.  Following the filing of our certificate of
dissolution  on March 15,  2002,  it was deemed  that the  remaining  options no
longer had any value and accordingly the remaining deferred compensation balance
was cancelled.  We amortized the deferred  compensation  charge monthly over the
vesting  period of the  underlying  option.  Due to  cessation  of our  business
operations,  we will not  grant  stock  options  to  employees,  consultants  or
directors in the future.

Comparison  of the period  from  January 1, 2002 to March 15,  2002 to the Three
Month Period ended March 31, 2001

     Since the  completion  of the Asset Sale to Palm on November 13,  2001,  we
have generated no material revenues from operations and the vast majority of our
expenses have been of a general and administrative nature.

     General and administrative  expenses decreased  approximately  $615,000, or
54%, to $531,000 for the period from January 1, 2002 to March 15, 2002 from $1.1
million for the three month period ended March 31, 2001. In 2002,  such expenses
are primarily  attributable to the rent costs of approximately  $242,000 for the
lease of our former  headquarters  in Menlo Park. This lease expired on February
28, 2002. Other expenses included salary costs of approximately $140,000 for the
5 person  transition  team in  charge  of  winding  down  operations.  Remaining
expenses  were  related to  professional  fees and also to moving  costs for the
relocation of our offices.  After May 15, 2002,  only one employee  remains with
the company.

Statement  of  Changes  in Net  Assets in  Liquidation  from  March 16,  2002 to
September 30, 2003

     Changes in net assets in liquidation  for the period from March 16, 2002 to
March 31, 2002 of $83,000 were primarily a result of the early  termination of a
technology  license  agreement.  Changes  in net assets in  liquidation  for the
period from April 1, 2002 to June 30, 2002,  were primarily a result of earnings
on cash and cash  equivalents.  Changes  in net  assets in  liquidation  for the
periods  from July 1, 2002 to June 30,  2003 were  primarily  a result of salary
payments,  professional  fees and other  costs  related to our  liquidation  and
dissolution.  Changes in net assets in  liquidation  for the period from July 1,
2003 to  September  30, 2003 were  primarily a result of the  settlement  amount
received  from  Microsoft  after  mediation of Be's  antitrust  lawsuit filed in
February,  2002,  offset by income  taxes,  director  and  officer  compensation
payments,  professional  fees and other  costs  related to our  liquidation  and
dissolution activities.

Liquidity and Capital Resources

     Since our inception,  we  traditionally  financed our operations  primarily
through the sale of our equity securities and through borrowing arrangements. On
November  13,  2001,  we  sold  substantially  all of our  assets  to  Palm  for
approximately  $11.0  million in Palm stock.  That same day,  we sold  4,104,478
shares of Palm stock for  $10,100,772 in cash, net of brokerage and  transaction
fees.   Cash  and  cash   equivalents  and  short-term   investments   decreased
approximately  $600,000 to $4.8  million at March 15, 2002 from $5.4  million at
December 31, 2001. This decrease was primarily  attributable to the amounts used
to fund the winding down of our operations.

     Since November 2001, we have been winding down our business  operations and
have substantially reduced our working capital requirements. Our working capital
requirements  are now  minimal  and we  believe  that  existing  cash  and  cash
equivalents  will be  sufficient  to meet our  remaining  operating  and capital
requirements  for at least the next twelve  months or until a final  liquidation
occurs. As part of the winding down process, we intend to distribute part of our
remaining cash to our shareholders as soon as practicable under Delaware law and
dissolution  procedures.  After  that time,  we intend to retain  only a nominal
amount of cash to complete the winding down process.

Critical Accounting Policies

     Use of estimates and liquidation accounting

     The  preparation  of unaudited  financial  statements  in  conformity  with
generally accepted  accounting  principles requires management to make estimates
and  assumptions  that affect the reported  amount of assets and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the reported amounts of revenues and expenses during the reported period. Actual
results could differ from those estimates.

     All  activities  of Be  as of  March  15,  2002  are  presented  under  the
liquidation  basis of  accounting.  Under the  liquidation  basis of accounting,
assets are stated at their  estimated net realizable  values and liabilities are
stated at their anticipated settlement amount, if reasonably estimable.

                                      -11-
<PAGE>


FACTORS AFFECTING OUR BUSINESS, OPERATING RESULTS AND FINANCIAL CONDITION


     The following is a discussion  of certain  risks,  uncertainties  and other
factors that  currently  impact or may impact our  business,  operating  results
and/or financial  condition and could cause actual results to differ  materially
from the results  contemplated  by the forward looking  statements  contained in
this quarterly report.  Anyone  evaluating us and making an investment  decision
with respect to our common stock or other  securities  is cautioned to carefully
consider these  factors,  along with similar  factors and cautionary  statements
contained in our filings with the Securities and Exchange Commission.


Our  stockholders  may be liable to our creditors for an amount up to the amount
received from Be if our reserves for payments to creditors are inadequate.

     Although we filed a certificate  of  dissolution on March 15, 2002 with the
State of Delaware, Be will continue to exist for three years following this date
or for such longer period as the Delaware Court of Chancery shall direct for the
purpose of  prosecuting  and  defending  lawsuits  and  enabling Be to close its
business,  to dispose of its  property,  to  discharge  its  liabilities  and to
distribute to its stockholders any remaining assets.  Under Delaware law, in the
event Be fails to create an  adequate  contingency  reserve  for  payment of its
expenses and liabilities  during this period,  each Be stockholder could be held
liable for payment to Be's  creditors  of such  stockholder's  pro rata share of
amounts owed to creditors in excess of the contingency reserve. The liability of
any  stockholder  would be limited to the  amounts  previously  received by such
stockholder from Be (and from any liquidating  trust or trusts).  As a result, a
stockholder  could be required to return all  distributions  previously  made to
such  stockholder  and  would  receive  no  amounts  from Be  under  the Plan of
Dissolution.  Moreover,  in the event a  stockholder  has paid  taxes on amounts
previously received, a repayment of all or a portion of such amount could result
in a stockholder  incurring a net tax cost if the stockholder's  repayment of an
amount previously  distributed does not cause a commensurate  reduction in taxes
payable.  Although Be intends to exercise  caution in setting up its contingency
reserve and making distributions to stockholders, there can be no assurance that
the contingency reserve established by Be will be adequate to cover our expenses
and liabilities.

Our stock  transfer  books were closed on March 15, 2002, the final record date,
after which any trades will not be recorded by Be.

     We closed our stock transfer books and discontinued  recording transfers of
Common Stock at the close of business on March 15, 2002 (the "Record Date"), the
date of  effectiveness  of the  Certificate  of  Dissolution  we filed  with the
Delaware Secretary of State.  Thereafter,  certificates  representing our Common
Stock  will not be  assignable  or  transferable  on our  books  except by will,
intestate  succession or operation of law.  Although our Common Stock  currently
trades on the "over-the-counter"  securities market, the proportionate interests
of our  stockholders  have  been  fixed on the basis of their  respective  stock
holdings  at the close of  business on the Record  Date,  and,  after the Record
Date, any  distributions  made by us will be made solely to the  stockholders of
record at the close of business on the Record  Date,  except as may be necessary
to  reflect  subsequent  transfers  recorded  on our  books as a  result  of any
assignments  by will,  intestate  succession  or operation of law. For any other
trades after the Record Date, the seller and purchaser of the stock will need to
negotiate and rely on contractual obligations between themselves with respect to
the allocation of stockholder proceeds arising from ownership of the shares.

Our  financial  statements  for the  2001 and 2002  fiscal  years  have not been
audited.

     We did not perform an audit of our fiscal 2001 or 2002 financials that were
filed with our annual reports on Form 10-K. In order to further curtail expenses
in connection with our wind-up and  dissolution,  we filed  unaudited  financial
statements  with our Form 10-K,  as amended,  for the 2001 fiscal year and again
with our Form 10-K for the 2002 fiscal year. Because these financial  statements
were not  audited by an outside  auditor,  such  statements  could be subject to
change or the financial information included therein may be materially different
from audited financial information.  There can be no assurance that such changes
or differences would not be significant. In addition, the fact that our 2001 and
2002 financial statements have not been audited could subject us to penalties or
other sanctions, which could harm our shareholders.

                                      -12-
<PAGE>

Our stock was delisted from the Nasdaq  National Market on March 15, 2002 and is
significantly less liquid than before.

     We  voluntarily  requested  that our stock be delisted  from trading on the
Nasdaq  Stock  Market on March 15,  2002 due to the fact that we had  ceased our
business operations. Following delisting, the ability of stockholders to buy and
sell our shares  has been  materially  impaired,  and is  limited  primarily  to
over-the-counter  quotation services, such as Pink Sheets, that handle high-risk
ventures and are not regulated by the Securities and Exchange Commission.

There  is  no  guarantee   that  our  stock  will   continue  to  be  quoted  on
over-the-counter markets.

     If we are unable to comply with the requirements for continued  listing for
over-the-counter  markets  such as the Pink  Sheets,  our stock may no longer be
eligible for quotation on such services.  For example,  following our failure to
timely file audited financial statements with our Annual Report on Form 10-K for
the 2001 and 2002 fiscal years,  our stock was removed from quotation on the OTC
Bulletin Board. The removal of our stock from quotation from regulated quotation
services  may  further  limit the  liquidity  of our  common  stock  and  impair
stockholders' ability to buy and sell our shares.

We cannot  guarantee how much cash,  if any,  will be available to distribute to
our  stockholders  and if there is cash to  distribute,  the  timing of any such
distribution.

     There is currently no firm  timetable for the  distribution  of proceeds to
our stockholders because of contingencies  inherent in winding up Be's business.
The  proportionate  interests  of all of our  stockholders  will be fixed on the
basis of their  respective stock holdings at the close of business on the Record
Date, and after such date, any  distributions  made by us will be made solely to
stockholders  of record on the close of business on the Record  Date,  except to
reflect permitted  transfers.  We are, however,  currently unable to predict the
precise nature, amount or timing of any distribution to stockholders. The actual
nature,  amount and timing of all distributions  will be determined by our Board
of Directors, in its sole discretion.

     Uncertainties  as to the  precise  net value of our  non-cash  assets,  the
resolution  of our  outstanding  claim  against  Microsoft  Corporation  and the
ultimate amount of our debts and liabilities  make it  impracticable  to predict
the  aggregate  net value  ultimately  distributable  to  stockholders.  Claims,
liabilities and expenses from operations  (including  costs  associated with the
sale of our remaining  assets and the  settlement of our remaining  liabilities,
taxes,  legal  and  accounting  fees and  miscellaneous  office  expenses)  will
continue to be incurred. These expenses will reduce the amount of cash available
for ultimate  distribution to stockholders.  However, no assurances can be given
that available cash and amounts  received on the sale of assets will be adequate
to provide for our  obligations,  liabilities,  expenses  and claims and to make
cash distributions to stockholders.  If such available cash and amounts received
from the  sale of  assets  are not  adequate  to  provide  for our  obligations,
liabilities,  expenses and claims,  we may not be able to distribute  meaningful
cash, or any cash, to our stockholders.

The proceeds from the sale of our remaining assets may be less than anticipated.

     Sales of any remaining assets will be made on such terms as are approved by
the Board of Directors and may be conducted by competitive bidding, public sales
or privately negotiated sales. The prices at which we will be able to sell these
assets will depend  largely on factors beyond our control such as general market
conditions. Because some of our remaining assets may decline in value over time,
we may not be able to  consummate  the sale of these  assets in time to generate
meaningful  value.  In  addition,  we may  not  obtain  as  high a  price  for a
particular asset as we might secure if we were not in liquidation.


                                      -13-
<PAGE>

We  may be  unable  to  negotiate  settlements  with  respect  to our  remaining
liabilities.

     We are currently in the process of negotiating  settlements with respect to
our remaining obligations and liabilities which include, without limitation, tax
obligations,  claims by licensees, and contractual and trade payables with third
parties  including  vendors  and  service   providers.   If  we  are  unable  to
successfully negotiate termination of these obligations, we will have fewer cash
proceeds to distribute to our stockholders.

If Be fails to retain the services of its remaining  executive officer and Board
members, the plan of dissolution may not succeed.

     The  success  of the Plan of  Dissolution  depends  in large part upon Be's
ability to retain the services of its current  President and Board of Directors.
For this reason, Be approved  incentive  arrangements with its President and the
three remaining members of its Board of Directors.  Despite these  arrangements,
the  retention  of  qualified  personnel is  particularly  difficult  under Be's
current circumstances.

We may continue to incur the expense of complying with public company  reporting
requirements and the risk of not fully complying with such requirements.

     We have an obligation to continue to comply with the  applicable  reporting
requirements  of the  Securities  Exchange Act of 1934, as amended,  even though
compliance with such reporting requirements is economically  burdensome.  We may
face additional  expenses or be forced to pay penalties if it is determined that
we are not in compliance with reporting or other requirements.

The decline in the value of our stock and our  resulting  cessation  of business
operations  and  dissolution  could give rise to securities  class action claims
against  us,  which  could  deplete  any  proceeds  that may be  distributed  to
stockholders.

     Securities  class action claims have been brought against  companies in the
past where the market  price of the  company's  securities  has fallen due to an
inability  of  the  company  to  achieve  operational  profitability.  Any  such
litigation  could be very costly and divert our remaining  resources  from being
available for  distribution to our  stockholders.  Any adverse  determination in
this kind of  litigation  could  also  deplete  our cash  position,  and  reduce
proceeds that would otherwise be distributed to our  stockholders.  In addition,
in order  to  preserve  proceeds  for  distribution  to  stockholders,  we filed
unaudited financial  statements with its Annual Report on Form 10-K, as amended,
for the 2001  fiscal  year and with its Annual  Report on Form 10-K for the 2002
fiscal year. As a result,  we are not currently in compliance with the reporting
requirements  of the  Securities  Exchange  Act of  1934,  as  amended,  and our
President  cannot make certain  certifications  in connection with the filing of
this periodic report as required by the Sarbanes-Oxley Act of 2002.


                                      -14-
<PAGE>

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK


     We  considered  the  provision  of  Financial   Reporting  Release  No.  48
"Disclosure of Accounting  Policies for  Derivative  Financial  Instruments  and
Derivative Commodity Instruments, and Disclosure of Quantitative and Qualitative
Information  about Market Risk  Inherent in  Derivative  Financial  Instruments,
Other Financial  Instruments and Derivative  Commodity  Instruments."  We had no
holdings of derivative financial or commodity instruments at September 30, 2003.
However,  we are exposed to interest rate risks.  We believe that the fair value
of our money  market  accounts  or  related  income  would not be  significantly
impacted  by  increases  or  decreases  in  interest  rates  due  mainly  to the
short-term  nature of our money market  accounts.  However,  a sharp  decline in
interest  rates could  seriously  harm  interest  earnings  of our money  market
accounts.  Be  does  not use its  investment  portfolio  for  trading  or  other
speculative purposes.


                                      -15-
<PAGE>

ITEM 4. CONTROLS AND PROCEDURES


Evaluation of disclosure controls and procedures.

     As of  September  30,  2003,  we have only one general  and  administrative
employee,  our  President  and General  Counsel who remains  with the company in
order to facilitate the wind up of our  activities.  Within the 90 days prior to
the  filing of our  Annual  Report on Form  10-K for the year  ending  2002 (the
"Evaluation  Date"), our President and General Counsel carried out an evaluation
of the effectiveness of the design and operation of our disclosure  controls and
procedures (as defined in Rules 13a-14(c) and 15d-14(c) under the Exchange Act).
Based upon that evaluation, our President and General Counsel concluded that our
disclosure  controls  and  procedures  are  effective  to ensure  that  material
information required to be disclosed by us in the reports that we file or submit
under the Exchange Act is recorded,  processed,  summarized and reported  within
the time periods  specified in the Securities and Exchange  Commission rules and
forms.

Changes in internal controls.

     During the period covered by this quarterly report on form 10-Q, there have
been no  changes  in Be's  internal  controls  or in other  factors  that  could
materially affect, or are materially likely to affect, such controls,  including
corrective   action  with  regard  to  significant   deficiencies  and  material
weaknesses.

Limitations on the Effectiveness of Controls.

     Be does not expect  that our  disclosure  controls  and  procedures  or our
internal  controls will prevent all error. A control system,  no matter how well
conceived and operated,  can provide only  reasonable,  not absolute,  assurance
that the  objectives  of the control  system are met.  Further,  the design of a
control  system must reflect the fact that there are resource  constraints,  and
the benefits of controls must be considered relative to their costs.  Because of
the inherent  limitations in all control systems,  no evaluation of controls can
provide  absolute  assurance that all control issues and instances of fraud,  if
any, within the company have been detected.  These inherent  limitations include
the  realities  that  judgments  in  decision-making  can be  faulty,  and  that
breakdowns  can occur  because  of simple  error or  mistake.  The design of any
system of  controls  also is based in part upon  certain  assumptions  about the
likelihood of future events,  and there can be no assurance that any design will
succeed in achieving  its stated goals under all  potential  future  conditions;
over time,  control may become inadequate  because of changes in conditions,  or
the degree of  compliance  with the  policies  or  procedures  may  deteriorate.
Because  of  the  inherent  limitations  in  a  cost-effective  control  system,
misstatements due to error or fraud may occur and not be detected.

                                      -16-
<PAGE>


                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

     Antitrust lawsuit

     On February 15, 2002, Be engaged Susman Godfrey LLP on a contingency  basis
to bring forth claims against Microsoft  Corporation for the destruction of Be's
business  resulting from  anticompetitive  business  practices.  On February 19,
2002,  we filed a lawsuit in the United States  District  Court in San Francisco
alleging,  among other things,  Microsoft harmed Be through a series of illegal,
exclusionary and  anticompetitive  acts designed to maintain its monopoly in the
Intel-compatible  PC  operating  system  market and  created  exclusive  dealing
arrangements with PC OEMs prohibiting the sale of PCs with multiple preinstalled
operating  systems.  On August 21,  2002,  the Judicial  Panel on  Multidistrict
Litigation  ordered the lawsuit  against  Microsoft  transferred  to the federal
district  court for the District of Maryland in Baltimore,  to be coordinated by
Judge  Frederick  Motz.  On September  5, 2003 Be and  Microsoft  announced  the
parties had reached a mutually  acceptable  mediated  settlement of the lawsuit,
approved  by Be's Board of  Directors,  whereby  Microsoft  would pay Be,  after
attorney's  fees,  the  amount of  $23,250,000  to end  further  litigation.  On
September  10,  2003,  Judge  Motz  dismissed  the  lawsuit  with  prejudice  as
stipulated by Be and Microsoft.


ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

        None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

        None

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

        None

ITEM 5. OTHER INFORMATION

        None

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

        (a) Exhibits

               None

        (b) Reports on Form 8-K

               Current Report on Form 8-K, filed September 12, 2003,  announcing
          that (i) on  September  5,  2003,  Be and  Microsoft  Corporation  had
          reached a mutually  acceptable  mediated  settlement  of an  antitrust
          lawsuit  filed by Be in February  2002,  which was then pending in the
          United  States   District  Court  for  the  District  of  Maryland  in
          Baltimore;  and (ii) Be would receive a payment from Microsoft,  after
          attorney's   fees,  in  the  amount  of  $23,250,000  to  end  further
          litigation.





                                      -17-
<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 thereunto duly authorized.

Dated: November 7, 2003

                                                BE INCORPORATED
                                                (Registrant)

                                                By: /s/ DANIEL S. JOHNSTON
                                                -----------------------------
                                                Daniel S. Johnston
                                                President and General Counsel

                                      -18-
<PAGE>


   Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002


I, Daniel S. Johnston, certify that:

1. I have  reviewed  this  quarterly  report  on Form  10-Q  of Be  Incorporated
("registrant");

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on  my  knowledge,  the  financial  statements  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this quarterly report is being prepared;

     b) evaluated the effectiveness of the registrant's  disclosure controls and
procedures and presented in this report our conclusion  about the  effectiveness
of the disclosure controls and procedures, as of the end of the period coverd by
this report based on such evaluations; and

     c) disclosed  in this report any change in  registrant's  internal  control
over  financial  reporting  that occurred  during the  registrant's  most recent
fiscal quarter (the registrant's fourth quarter in the case of an annual report)
that has materially affected,  or is reasonably likely to materially affect, the
registrant's internal control over financial reporting.

5. The registrant's other certifying officers and I have disclosed, based on our
most recent  evaluation of internal  controls over financial  reporting,  to the
registrant's  auditors  and the audit  committee  of the  registrant's  board of
directors (or persons performing the equivalent functions):

     a) all significant  deficiencies  and material  weaknesses in the design or
operation of internal  control over  financial  reporting  which are  reasonably
likely  to  adversely  affect  the  registrant's  ability  to  record,  process,
summarize and report financial information; and

     b) any fraud,  whether or not material,  that involves  management or other
employees who have a significant role in the registrant's  internal control over
financial reporting.


Dated: November 7, 2003



                                                By: /s/ DANIEL S. JOHNSTON
                                                -----------------------------
                                                Daniel S. Johnston
                                                President and General Counsel*

*  Mr. Johnston is acting as chief executive officer and chief financial officer
of Be Incorporated.



                                      -19-
<PAGE>