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                                                                   EXHIBIT 4.6

                               BEA SYSTEMS, INC.
                       4% CONVERTIBLE SUBORDINATED NOTES
                             DUE DECEMBER 15, 2006

                         REGISTRATION RIGHTS AGREEMENT

                         Dated as of December 15, 1999

Goldman, Sachs & Co.
Credit Suisse First Boston Corporation
SoundView Technology Group, Inc.
Deutsche Bank Securities Inc.
SG Cowen Securities Corporation
Dain Rauscher Incorporated
c/o Goldman, Sachs & Co.
555 California Street, 45th Floor
San Francisco, California 94104

     Ladies and Gentlemen:

     BEA Systems, Inc., a Delaware corporation (the "Company"), proposes to
issue and sell to the Purchasers (as defined herein) upon the terms set forth in
a Purchase Agreement (as defined herein) its 4% Convertible Subordinated Notes
due December  15, 2006 (the "Securities").  As an inducement to the Purchasers
to enter into the Purchase Agreement and in satisfaction of a condition to the
obligations of the Purchasers thereunder, the Company agrees with the
Purchasers, for the benefit of the Holders (as defined herein) from time to time
of the Registrable Securities (as defined herein), as follows:

     1.   Definitions. Capitalized terms used herein without definition shall
have their respective meanings set forth in or pursuant to the Purchase
Agreement. As used in this Agreement, the following capitalized defined terms
shall have the following meanings:

     "Act" or "Securities Act" means the United States Securities Act of 1933,
as amended.

     "Affiliate" of any specified person means any other person which, directly
or indirectly, is in control of, is controlled by, or is under common control
with such specified person.  For purposes of this definition, control of a
person means the power, direct or indirect, to direct or cause the direction of
the management and policies of such person whether by contract or otherwise; and
the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

     "Common Stock" means the Company's Common Stock, par value $0.001 per
share.

     "Commission" means the United States Securities and Exchange Commission.
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     "DTC" means The Depository Trust Company.

     "Effective Failure" has the meaning assigned thereto in Section 7 hereof.

     "Effective Time" means the date on which the Commission declares the Shelf
Registration Statement effective or on which the Shelf Registration Statement
otherwise becomes effective.

     "Effectiveness Period" has the meaning set forth in Section 2(b)(i) hereof.

     "Electing Holder" has the meaning assigned thereto in Section 3(a)(3)
hereof.

     "Exchange Act" means the United States Securities Exchange Act of 1934, as
amended.

     "Expedited Filing" has the meaning assigned thereto in Section 3(a)(1)
hereof.

     "Expedited Filing Questionnaire Deadline" has the meaning assigned thereto
in Section 3(a)(1) hereof.

     "Holder" means any Person that has a beneficial interest in any Restricted
Global Security or any beneficial interest in a global security representing
shares of Common Stock issuable upon conversion of a Security.

     "Indenture" means the Indenture dated as of December 15, 1999 between the
Company and State Street Bank and Trust Company of California, N.A., as Trustee,
as amended and supplemented from time to time.

     "Liquidated Damages" has the meaning assigned thereto in Section 7 hereof.

     "Managing Underwriters" means the investment banker or investment bankers
and manager or managers that shall administer an underwritten offering, if any,
as set forth in Section 6 hereof.

     "NASD Rules" means the Rules of the National Association of Securities
Dealers, Inc., as amended from time to time.

     "Notice and Questionnaire" means a Notice of Registration Statement and
Selling Securityholder Questionnaire substantially in the form of Exhibit A
hereto.

     "Person" shall mean an individual, partnership, corporation, trust or
unincorporated organization, or a government or agency or political subdivision
thereof.

     "Prospectus" means the prospectus included in any Shelf Registration
Statement (including, without limitation, any preliminary prospectus, any final
prospectus and any prospectus that discloses information previously omitted from
a prospectus filed as part of an effective registration statement in reliance
upon Rule 430A under the Act), included in the Shelf Registration Statement, as
amended or supplemented by any prospectus supplement, with respect to the terms
of the offering of any portion of the Registrable Securities covered by the
Shelf Registration Statement and by all

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other amendments and supplements to such prospectus, including all material
incorporated by reference in such prospectus and all documents filed after the
date of such prospectus by the Company under the Exchange Act and incorporated
by reference therein.

     "Purchase Agreement" means the purchase agreement dated December 14, 1999
between the Company and the Purchasers.

     "Purchasers" means you, as the Purchasers named in Schedule I to the
Purchase Agreement.

     "Registrable Securities" means all or any portion of the Securities issued
from time to time under the Indenture in registered form and the Common Stock
issuable upon conversion or repurchase of such Securities; provided, however,
that a security ceases to be a Registrable Security when it is no longer a
Restricted Security.

     "Registration Default" has the meaning assigned thereto in Section 7
hereof.

     "Restricted Security" means any Security or share of Common Stock issuable
upon conversion or repurchase thereof except any such Security or such share of
Common Stock which (i) has been effectively registered under the Securities Act
and sold in a manner contemplated by the Shelf Registration Statement, (ii) has
been transferred in compliance with Rule 144 under the

     Securities Act (or any successor provision thereto) or is transferable
pursuant to paragraph (k) of such Rule 144 (or any successor provision thereto),
or (iii) has otherwise been transferred and a new Security or share of Common
Stock not subject to transfer restrictions under the Securities Act has been
delivered by or on behalf of the Company in accordance with Section 3.5 of the
Indenture.

     "Shelf Registration" means a registration effected pursuant to Section 2
hereof.

     "Shelf Registration Statement" means a shelf registration statement of the
Company pursuant to the provisions of Section 2 hereof filed with the Commission
which covers some or all of the Registrable Securities, as applicable, on an
appropriate form under Rule 415 under the Act, or any similar rule that may be
adopted by the Commission, amendments and supplements to such registration
statement, including post-effective amendments, in each case including the
Prospectus contained therein, all exhibits thereto and all material incorporated
by reference therein.

     "Underwriter" means any underwriter of Registrable Securities in connection
with an offering thereof under a Shelf Registration Statement.

     2.   Shelf Registration.

          (a)  The Company shall, within 90 calendar days following the First
Time of Delivery (as defined in the Purchase Agreement), file with the
Commission a Shelf Registration Statement relating to the offer and sale of the
Registrable Securities by the Holders and, thereafter, shall use all reasonable
efforts to cause such Shelf Registration Statement to be declared effective
under the Securities Act within 180 calendar days after the First Time of
Delivery (as defined in the Purchase

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Agreement); provided, however, that the Company may, upon written notice to all
the Holders, postpone having the Shelf Registration Statement declared effective
for a reasonable period not to exceed 90 days if the Company possesses material
non-public information, the disclosure of which would have a material adverse
effect on the Company and its subsidiaries taken as a whole; provided, further,
however, that no Holder shall be entitled to have the Registrable Securities
held by it covered by such Shelf Registration unless such Holder is an Electing
Holder.

          (b)  The Company shall use all reasonable efforts:

                    (i)    To keep the Shelf Registration Statement continuously
effective in order to permit the Prospectus forming part thereof to be usable by
Electing Holders for a period of two years from the date it is declared
effective, or such shorter period that will terminate when there are no
Registrable Securities outstanding (in either case, such period being referred
to herein as the "Effectiveness Period");

                    (ii)   After the Effective Time of the Shelf Registration
Statement, promptly upon the request of any Holder of Registrable Securities
that is not then an Electing Holder, to take any action reasonably necessary to
enable such Holder to use the Prospectus forming a part thereof for offers and
resales of Registrable Securities, including, without limitation, any action
reasonably necessary to identify such Holder as a selling securityholder in the
Shelf Registration Statement; provided, however, that nothing in this
subparagraph shall relieve such Holder of the obligation to return a completed
and signed Notice and Questionnaire to the Company in accordance with Sections
3(a)(1) or 3(a)(2) hereof; and

                    (iii)  If at any time, the Securities, pursuant to Article
XII of the Indenture, are convertible into securities other than shares of
Common Stock, the Company shall, or shall cause any successor under the
Indenture to, cause such securities to be included in the Shelf Registration
Statement no later than the date on which the Securities may then be convertible
into such securities.

     The Company shall be deemed not to have used all reasonable efforts to keep
the Shelf Registration Statement effective during the Effectiveness Period if
the Company voluntarily takes any action that would result in Electing Holders
not being able to offer and sell any of their Registrable Securities during such
period, unless (i) such action is required by applicable law or regulation, (ii)
the Company determines based on the advice of counsel that it is advisable to
disclose in the Shelf Registration Statement a financing, acquisition or other
corporate transaction or other material event or circumstance affecting the
Company or its securities, and the Board of Directors of the Company (or an
executive officer of the Company duly authorized for such purpose) shall have
determined in good faith that such disclosure at such time is not in the best
interests of the Company and its stockholders, and, in the case of clause (i)
above, the Company thereafter promptly complies with the requirements of
paragraph 3(h) below.

     3.   Registration Procedures. In connection with any Shelf Registration
Statement, the following provisions shall apply:

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                           (a)(1) If the Company expects to file and obtain the
effectiveness of a Shelf Registration Statement within 30 days of the date
hereof (an "Expedited Filing"), it shall (x) mail, as promptly as reasonably
practicable after the date hereof to the Holders of Registrable Securities, a
Notice and Questionnaire with a response deadline of 30 days from the date of
such Notice (the "Expedited Filing Questionnaire Deadline"), and (y) as promptly
as reasonably practicable after the response deadline but in any event no later
than 10 days thereafter, prepare a Prospectus supplement (and if required file
an amendment or a supplement to the Shelf Registration Statement) or take such
other measures, if any, as are necessary to include in the Shelf Registration
Statement the Registrable Securities of Electing Holders. If the Company does
not intend to make an Expedited Filing, it shall mail the Notice and
Questionnaire to the Holders of Registrable Securities not less than 30 calendar
days prior to the time it intends in good faith to have the Shelf Registration
Statement declared effective. Subject to this Section 3(a)(2), no Holder of
Registrable Securities shall be entitled to be named as a selling securityholder
in the Shelf Registration Statement as of the Effective Time (or in the first
Prospectus supplement filed thereafter in the case of an Expedited Filing), and
no Holder of Registrable Securities shall be entitled to use the Prospectus
forming a part thereof for offers and resales of Registrable Securities at any
time, unless such Holder has returned a completed and signed Notice and
Questionnaire to the Company by the deadline for response set forth therein;
provided, however, that Holders of Registrable Securities shall have at least 28
calendar days from the date on which the Notice and Questionnaire is first
mailed to such Holders to return a completed and signed Notice and Questionnaire
to the Company.

                           (2) After the Effective Time of the Shelf
Registration Statement (or the Expedited Filing Questionnaire Deadline in the
case of an Expedited Filing), the Company shall, upon the request of any Holder
of Registrable Securities that is not then an Electing Holder, as promptly as
reasonably practicable, send a Notice and Questionnaire to such Holder. The
Company shall not be required to take any action to name such Holder as a
selling securityholder in the Shelf Registration Statement until such Holder has
returned a completed and signed Notice and Questionnaire to the Company.
Following its receipt of such Notice and Questionnaire, the Company will
reasonably promptly include the Registrable Securities covered thereby in the
Shelf Registration Statement (if not previously included).

                           (3) The term "Electing Holder" shall mean any Holder
of Registrable Securities that has returned a completed and signed Notice and
Questionnaire to the Company in accordance with Section 3(a)(1) or 3(a)(2)
hereof.

          (b)  The Company shall, as promptly as reasonably practicable, take
such action as may be necessary so that (i) each of the Shelf Registration
Statement and any amendment thereto and any Prospectus forming part thereof and
any amendment or supplement thereto (and each report or other document
incorporated therein by reference in each case) complies in all material
respects with the Securities Act and the Exchange Act and the respective rules
and regulations thereunder, (ii) each of the Shelf Registration Statement and
any amendment thereto does not, when it becomes effective, contain an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading, and
(iii) each of the Prospectus forming part of the Shelf Registration Statement,
and any amendment or supplement to such

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Prospectus, does not include an untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading.

                    (c)(i) The Company shall, as promptly as reasonably
practicable, advise each Electing Holder and shall confirm such advice in
writing if so requested by any such Electing Holder:

                           (1) when a Shelf Registration Statement and any
amendment thereto has been filed with the Commission and when the Shelf
Registration Statement or any post-effective amendment thereto has become
effective;

                           (2) of any request by the Commission for amendments
or supplements to the Shelf Registration Statement or the Prospectus included
therein or for additional information;

                           (3) of the issuance by the Commission of any stop
order suspending effectiveness of the Shelf Registration Statement or the
initiation of any proceedings for that purpose; and

                           (4) of the receipt by the Company of any notification
with respect to the suspension of the qualification of the securities included
in the Shelf Registration Statement for sale in any jurisdiction or the
initiation of any proceeding for such purpose.

                    (ii)   The Company shall, as promptly as reasonably
practicable, advise DTC and the trustee under the Indenture of the happening of
any event or the existence of any state of facts that requires the making of any
changes in the Shelf Registration Statement or the Prospectus included therein
so that, as of such date, the Shelf Registration Statement and the Prospectus do
not contain an untrue statement of a material fact and do not omit to state a
material fact required to be stated therein or necessary to make the statements
therein (in the case of the Prospectus, in light of the circumstances under
which they were made) not misleading (which advice shall be accompanied by an
instruction to suspend the use of the Prospectus until the requisite changes
have been made).

          (d)  The Company shall use its reasonable best efforts to prevent the
issuance, and if issued to obtain the withdrawal, of any order suspending the
effectiveness of any Shelf Registration Statement at the earliest possible time.

          (e)  The Company shall furnish to each Electing Holder, without
charge, at least one copy of such Shelf Registration Statement and any post-
effective amendment thereto, including financial statements and schedules, and,
if the Electing Holder so requests in writing, all reports, other documents and
exhibits that are filed with or incorporated by reference in the Shelf
Registration Statement. The Company shall use all reasonable efforts to take
into account and, if appropriate, reflect in an amendment to the Shelf
Registration Statement such comments on the Shelf Registration Statement as
initially filed as the Electing Holders and their counsel may reasonably
propose.

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          (f)  The Company shall, during the Effectiveness Period, deliver to
each Electing Holder, without charge, as many copies of the Prospectus
(including each preliminary Prospectus) included in the Shelf Registration
Statement and any amendment or supplement thereto as such Electing Holder may
reasonably request; and the Company consents (except during the continuance of
any event described in Section 3(c)(ii)) to the use of the Prospectus or any
amendment or supplement thereto by each of the Electing Holders in connection
with the offering and sale of the Registrable Securities covered by the
Prospectus or any amendment or supplement thereto during the Effectiveness
Period. The Company shall use all reasonable efforts to take into account and,
if appropriate, reflect in a Prospectus supplement or amendment such comments as
the Electing Holders and their counsel may reasonably propose.

          (g)  Prior to any offering of Registrable Securities pursuant to the
Shelf Registration Statement, the Company shall (i) register or qualify or
cooperate with the Electing Holders and their respective counsel in connection
with the registration or qualification of such Registrable Securities for offer
and sale under the securities or blue sky laws of such jurisdictions as any such
Electing Holders reasonably request, (ii) keep such registrations or
qualifications in effect and comply with such laws so as to permit the
continuance of offers and sales in such jurisdictions for so long as may be
necessary to enable any Electing Holder or underwriter, if any, to complete its
distribution of Registrable Securities pursuant to the Shelf Registration
Statement and (iii) take any and all other actions necessary or advisable to
enable the disposition in such jurisdictions of such Registrable Securities;
provided, however, that in no event shall the Company be obligated to (a)
qualify as a foreign corporation or as a dealer in securities in any
jurisdiction where it would not otherwise be required to so qualify but for this
Section 3(g), or (b) file any general consent to service of process in any
jurisdiction where it is not as of the date hereof then so subject.

          (h)  Upon the occurrence of any event contemplated by paragraph
3(c)(ii) above, the Company shall as promptly as reasonably practicable prepare
a post-effective amendment or supplement to the Shelf Registration Statement or
the Prospectus, or any document incorporated therein be reference, or file any
other required document so that, as thereafter delivered to purchasers of the
Registrable Securities included therein, the Prospectus will not include an
untrue statement of a material fact or omit to state any material fact necessary
to make the statements therein, in the light of the circumstances under which
they were made, not misleading; provided, however, if the Company determines
based upon the advice of counsel that it is advisable to disclose in the Shelf
Registration Statement a financing, acquisition or other corporate transaction
or other material event affecting the Company or its securities, and the Board
of Directors of the Company (or an executive officer of the Company duly
authorized for such purpose) shall have determined in good faith that such
disclosure would not be in the best interests of the Company and its
stockholders, the Company shall not be required to prepare and file such
amendment, supplement or document for such period as the Board of Directors of
the Company shall have determined in good faith is in the best interests of the
Company and its stockholders. If the Electing Holders are notified of the
occurrence of any event contemplated by paragraph 3(c)(ii) above, the Electing
Holders shall suspend the use of the Prospectus until the requisite changes to
the Prospectus have been made.

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          (i)  Not later than the Effective Time of the Shelf Registration
Statement, the Company shall provide a CUSIP number for the Registrable
Securities that are debt securities.

          (j)  The Company shall use its best efforts to comply with all
applicable rules and regulations of the Commission and shall make generally
available to its security holders as soon as practicable, but in any event not
later than eighteen months after (i) the effective date (as defined in Rule
158(c) under the Securities Act of the Shelf Registration Statement and (ii) the
effective date of each post-effective amendment to the Shelf Registration
Statement and (iii) the date of each filing by the Company with the Commission
of an Annual Report on Form 10-K or 10-KSB that is incorporated by reference in
the Shelf Registration Statement, an earnings statement of the Company and its
subsidiaries satisfying the provisions of Section 11(a) of the Securities Act.

          (k)  The Company shall cause the Indenture and the Securities to be
qualified under the Trust Indenture Act in a timely manner; and in connection
with such qualification, the Company shall cooperate with the Trustee under the
Indenture and the Holders (as defined in the Indenture) to effect such changes
to the Indenture as may be required for such Indenture to be so qualified in
accordance with the terms of the Trust Indenture Act; and the Company shall
execute and use all reasonable efforts to cause the Trustee to execute, all
documents that may be required to effect such changes and all other forms and
documents required to be filed with the Commission to enable such Indenture to
be so qualified in a timely manner.

          (l)  In the event of an underwritten offering conducted pursuant to
Section 6 hereof, the Company shall, if requested, promptly include or
incorporate in a Prospectus supplement or post-effective amendment to the Shelf
Registration Statement such information as the Managing Underwriters reasonably
agree should be included therein and to which the Company does not reasonably
object and shall make all required filings of such Prospectus supplement or
post-effective amendment as soon as reasonably practicable after it is notified
of the matters to be included or incorporated in such Prospectus supplement or
post-effective amendment.

          (m)  The Company shall enter into such customary agreements (including
underwriting agreements in customary form) and take all other appropriate
actions in order to expedite or facilitate the registration and disposition of
the Registrable Securities, and in connection therewith, if an underwriting
agreement is entered into, cause the same to contain indemnification and
contribution provisions and procedures substantially identical to those set
forth in Section 5 (or such other provisions and procedures acceptable to the
Managing Underwriters, if any) with respect to all parties to be indemnified
pursuant to Section 5 hereof.

          (n)  The Company shall:

                    (i)    make reasonably available for inspection by one
representative of the Electing Holders designated in writing by the Holders of a
majority of the Registrable Securities to be registered thereunder, any
underwriter participating in any underwritten offering pursuant to Section 6
hereof, and any attorney, accountant or other agent retained by such
representative or any such underwriter all relevant financial and other records,
pertinent corporate documents and

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properties of the Company and its subsidiaries, as is customary for similar due
diligence examinations;

                    (ii)   cause the Company's officers, directors and employees
to make reasonably available for inspection all relevant information reasonably
requested by such representative or any such underwriter, attorney, accountant
or agent in connection with any such Shelf Registration Statement, in each case,
as is customary for similar due diligence examinations; provided, however, that
any information that is designated in writing by the Company, in good faith, as
confidential at the time of delivery of such information shall be kept
confidential by such representative, any Holders or any such underwriter,
attorney, accountant or agent, unless (x) such disclosure is made in connection
with a court proceeding or required by law, or (y) such information becomes
available to the public generally or through a third party without an
accompanying obligation of confidentiality; and provided, further, that as
promptly as reasonably practicable before disclosure is made pursuant to clause
(x) above, the Company is given prior written notice.

                    (iii)  in connection with any underwritten offering
conducted pursuant to Section 6 hereof, make such representations and warranties
to the Electing Holders and the underwriters, if any, in form, substance and
scope as are customarily made by the Company to underwriters in primary
underwritten offerings and covering matters including, but not limited to, those
set forth in the Purchase Agreement;

                    (iv)   in connection with any underwritten offering
conducted pursuant to Section 6 hereof, obtain opinions of counsel to the
Company and updates thereof (which counsel and opinions (in form, scope and
substance) shall be reasonably satisfactory to the Managing Underwriters, if
any) addressed to each Electing Holder and the underwriters, if any, covering
such matters as are customarily covered in opinions requested in underwritten
offerings and such other matters as may be reasonably requested by such Electing
Holders and underwriters (it being agreed that the matters to be covered by such
opinion or written statement by such counsel delivered in connection with such
opinions shall include in customary form, without limitation, as of the date of
the opinion and as of the effective date of the Shelf Registration Statement or
most recent post-effective amendment thereto, as the case may be, the absence
from such Shelf Registration Statement and the Prospectus included therein, as
then amended or supplemented, including the documents incorporated by reference
therein, of an untrue statement of a material fact or the omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading);

                    (v)    in connection with any underwritten offering
conducted pursuant to Section 6 hereof, obtain "cold comfort" letters and
updates thereof from the independent public accountants of the Company (and, if
necessary, any other independent public accountants of any subsidiary of the
Company or of any business acquired by the Company for which financial
statements and financial data are, or are required to be, included in the Shelf
Registration Statement), addressed to each Electing Holder and the underwriters,
if any, in customary form and covering matters of the type customarily covered
in "cold comfort" letters in connection with primary underwritten offerings;

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<PAGE>

                    (vi)   in connection with any underwritten offering
conducted pursuant to Section 6 hereof, deliver such documents and certificates
as may be reasonably requested by any such Electing Holders and the Managing
Underwriters, if any, including those to evidence compliance with Section 3(h)
hereof and with any customary conditions contained in the underwriting agreement
or other agreement entered into by the Company.

          (o)  The Company will use its reasonable best efforts to cause the
shares of Common Stock issuable upon conversion of the Securities to be quoted
on the Nasdaq National Market or other trading system or stock exchange on which
the Common Stock primarily trades on or prior to the Effective Time of any Shelf
Registration Statement hereunder.

          (p)  In the event that any broker-dealer registered under the Exchange
Act shall be an "affiliate" (as defined in Rule 2720(b)(1) of the NASD Rules (or
any successor provision thereto)) of the Company or has a "conflict of interest"
(as defined in Rule 2720(b)(7) of the NASD Rules (or any successor provision
thereto)) and such broker-dealer shall underwrite, participate as a member of an
underwriting syndicate or selling group or assist in the distribution of any
Registrable Securities covered by the Shelf Registration Statement, whether as a
Holder of such Registrable Securities or as an underwriter, a placement or sales
agent or a broker or dealer in respect thereof, or otherwise, assist such broker
or dealer in respect thereof, or otherwise, the Company shall assist such
broker-dealer in complying with the requirements of the NASD Rules, including,
without limitation, by (A) engaging a "qualified independent underwriter" (as
defined in Rule 2720(b)(15) of the NASD Rules (or any successor provision
thereto)) to participate in the preparation of the Shelf Registration Statement
relating to such Registrable Securities, to exercise usual standards of due
diligence in respect thereto and to recommend the public offering price of such
Registrable Securities, (B) indemnifying any such qualified independent
underwriter to the extent of the indemnification of underwriters provided in
Section 5 hereof, and (C) providing such information to such broker-dealer as
may be required in order for such broker-dealer to comply with the requirements
of the NASD Rules.

          (q)  The Company shall use all reasonable efforts to take all other
steps necessary to effect the registration, offering and sale of the Registrable
Securities covered by the Shelf Registration Statement contemplated hereby.

     4.   Registration Expenses. The Company shall bear all fees and expenses
incurred in connection with the performance of its obligations under Sections 2,
3 and 6 hereof and shall bear or reimburse the Electing Holders for the
reasonable fees and disbursements of one firm of counsel designated by the
Company and reasonably acceptable to the Holders of a majority of the
Registrable Securities covered by the Shelf Registration Statement to act as
counsel therefor in connection therewith, subject to the provisions of Section 6
with respect to the payment of fees and expenses in connection with an
underwritten offering.

     5.   Indemnification and Contribution.

          (a)  Indemnification by the Company. In connection with any Shelf
Registration Statement, the Company shall indemnify and hold harmless each
Electing Holder and each underwriter, selling agent or other securities
professional, if any, who facilitates the disposition of

                                      -10-
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Registrable Securities, and each of their respective officers and directors and
each person, if any, who controls such Electing Holder, underwriter, selling
agent or other securities professional within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act (each such person being
sometimes referred to herein as an "Indemnified Person") against any losses,
claims, damages or liabilities, joint or several, to which such Indemnified
Person may become subject under the Securities Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based on any untrue statement or alleged untrue statement of a
material fact contained in any Shelf Registration Statement (or any amendment
thereto) under which such Registrable Securities are registered under the
Securities Act, or any Prospectus contained therein or furnished by the Company
to any Indemnified Person, or any amendment or supplement thereto, or arise out
of or are based upon the omission or alleged omission therefrom of a material
fact required to be stated therein or necessary to make the statements therein
not misleading (in the case of the Prospectus, in light of the circumstances
under which they were made), and the Company hereby agrees to reimburse such
Indemnified Person for any legal or other expenses reasonably incurred by them
in connection with investigating or defending any such action or claim as such
expenses are incurred; provided, however, that the Company shall not be liable
to any such Indemnified Person in any such case to the extent that any such
loss, claim, damage or liability arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission made in
such Shelf Registration Statement or Prospectus, or any amendment or supplement
thereto, in reliance upon and in conformity with written information furnished
to the Company by such Indemnified Person expressly for use therein.

          (b)  Indemnification by the Holders and Any Agents and Underwriters.
Each Electing Holder agrees, as a consequence of the inclusion of any such
holder's Registrable Securities in such Shelf Registration Statement, and each
underwriter, selling agent or other securities professional, if any, who
facilitates the disposition of Registrable Securities shall agree, as a
consequence of facilitating such disposition of Registrable Securities,
severally and not jointly, to (i) indemnify and hold harmless the Company, its
directors, officers who sign any Shelf Registration Statement and each person,
if any, who controls the Company within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act, against any losses, claims,
damages or liabilities to which the Company or such other persons may become
subject, under the Securities Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon an untrue statement or alleged untrue statement of a material fact
contained in such Shelf Registration Statement or Prospectus, or any amendment
or supplement thereto, or arise out of or are based upon an omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading (in the case of the
Prospectus, in light of the circumstances under which they were made), in each
case to the extent, but only to the extent, that such untrue statement or
alleged untrue statement or omission or alleged omission was made in reliance
upon and in conformity with written information furnished to the Company by such
Electing Holder, underwriter, selling agent or other securities professional
expressly for use therein and (ii) reimburse the Company for any legal or other
expenses reasonably incurred by the Company in connection with investigating or
defending any such action or claim as such expenses are incurred.

                                      -11-
<PAGE>

          (c)  Notices and Claims. Promptly after receipt by an indemnified
party under subsection (a) or (b) above of notice of the commencement of any
action, such indemnified party shall, if a claim in respect thereof is to be
made against an indemnifying party under this Section 5, notify such
indemnifying party in writing of the commencement thereof; but the omission to
so notify the indemnifying party shall not relieve it from any liability which
it may have to the indemnified party otherwise than under this Section 5. In
case any such action shall be brought against any indemnified party and it shall
notify an indemnifying party of the commencement thereof, such indemnifying
party shall be entitled to participate therein and, to the extent that it shall
wish, jointly with any other indemnifying party similarly notified, to assume
the defense thereof, with counsel reasonably satisfactory to such indemnified
party (who shall not, except with the consent of the indemnified party, be
counsel to the indemnifying party) and, after notice from the indemnifying party
of its election so to assume the defense thereof, such indemnifying party shall
not be liable to such indemnified party under this Section 5 for any legal
expenses of other counsel or any other expenses, in each case subsequently
incurred by such indemnified party, in connection with the defense thereof other
than reasonable costs of investigation. No indemnifying party shall, without the
written consent of the indemnified party, effect the settlement or compromise
of, or consent to the entry of any judgment with respect to, any pending or
threatened action or claim in respect of which indemnification or contribution
may be sought hereunder (whether or not the indemnified party is an actual party
to such action or claim) unless such settlement, compromise or judgment (i)
includes an unconditional release of the indemnified party from all liability
arising out of such action or claim and (ii) does not include a statement as to,
or an admission of, fault, culpability or a failure to act, by or on behalf of
any indemnified party.

          (d)  Contribution. If the indemnification provided for in this Section
5 is unavailable to or insufficient to hold harmless an indemnified party under
subsection (a) or (b) of this Section 5 in respect of any losses, claims,
damages or liabilities (or actions in respect thereof) referred to therein, then
each indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities (or
actions in respect thereof) in such proportion as is appropriate to reflect the
relative fault of the indemnifying party and the indemnified party in connection
with the statements or omissions which resulted in such losses, claims, damages
and liabilities (or actions in respect thereof), as well as any other relevant
equitable considerations. The relative fault of such indemnifying party and
indemnified party shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by such indemnifying party or by such indemnified party, and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission. The parties hereto agree that it
would not be just and equitable if contribution pursuant to this Section 5(d)
were determined by pro rata allocation (even if the Electing Holders or any
underwriters, selling agents or other securities professionals or all of them
were treated as one entity for such purpose) or by any other method of
allocation that does not take into account the equitable considerations referred
to in this Section 5(d). The amount paid or payable by an indemnified party as a
result of the losses, claims, damages or liabilities (or actions in respect
thereof) referred to above shall be deemed to include any legal or other fees or
expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. No person

                                      -12-
<PAGE>

guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation. The obligations of the Electing
Holders and any underwriters, selling agents or other securities professionals
in this Section 5(d) to contribute shall be several in proportion to the
percentage of principal amount of Registrable Securities registered or
underwritten, as the case may be, by them and not joint.

          (e)  Notwithstanding any other provision of this Section 5, in no
event shall any Electing Holder be required to undertake liability to any person
under this Section 5 for any amounts in excess of the dollar amount of the
proceeds received by such Electing Holder from the sale of such Electing
Holder's Registrable Securities (after deducting any fees, discounts and
commissions applicable thereto) pursuant to any Shelf Registration Statement
under which such Registrable Securities are registered under the Securities Act.

          (f)  The obligations of the Company under this Section 5 shall be in
addition to any liability which the Company may otherwise have to any
Indemnified Person and the obligations of any Electing Holder, underwriter,
selling agent or other securities professional under this Section 5 shall be in
addition to any liability which any such Electing Holder, underwriter, selling
agent or other securities professional shall otherwise have to the Company.  The
remedies provided in this Section 5 are not exclusive and shall not limit any
rights or remedies which may otherwise be available to an indemnified party at
law or in equity.

     6.   Underwritten Offering. Any Electing Holder who desires to do so may
sell Registrable Securities (in whole or in part) in an underwritten offering,
provided that (i) the Electing Holders of at least 25% in aggregate principal
amount of the Registrable Securities then covered by the Shelf Registration
Statement shall request such an offering and (ii) at least such aggregate
principal amount of such Registrable Securities shall be included in such
offering, and provided, further, that the Company shall not be obligated to
cooperate with more than one underwritten offering.  Upon receipt of such a
request, the Company shall provide all Holders of Registrable Securities written
notice of the request, which notice shall inform such Holders that they have the
opportunity to participate in the offering.  In any such underwritten offering,
the investment banker or bankers and manager or managers that will administer
the offering will be selected by, and the underwriting arrangements with respect
thereto will be approved by the Holders of a majority of the Registrable
Securities to be included in such offering; provided, however, that such
investment bankers and managers and underwriting arrangements must be reasonably
satisfactory to the Company.  No Holder may participate in any underwritten
offering contemplated hereby unless (a) such Holder agrees to sell such Holder's
Registrable Securities to be included in the underwritten offering in accordance
with any approved underwriting arrangements, (b) such Holder completes and
executes all reasonable questionnaires, powers of attorney, indemnities,
underwriting agreements, lock-up letters and other documents required under the
terms of such approved underwriting arrangements, and (c) if such Holder is not
then an Electing Holder, such Holder returns a completed and signed Notice and
Questionnaire to the Company in accordance with Section 3(a)(2) hereof within a
reasonable amount of time before such underwritten offering.  The Holders
participating in any underwritten offering shall be responsible for any
underwriting discounts and commissions and fees

                                      -13-
<PAGE>

and expenses of their own counsel. The Company shall pay all expenses
customarily borne by issuers in an underwritten offering, including but not
limited to filing fees, the fees and disbursements of its counsel and
accountants and any printing expenses incurred in connection with such
underwritten offering. Notwithstanding the foregoing or the provisions of
Sections 3(l) and 3(m) hereof, upon receipt of a request from the Managing
Underwriter or a representative of Holders of a majority of the Registrable
Securities to be included in an underwritten offering to prepare and file an
amendment or supplement to the Shelf Registration Statement and Prospectus in
connection with an underwritten offering, the Company may delay the filing of
any such amendment or supplement for up to 60 days if the Board of Directors of
the Company (or an executive officer of the Company duly authorized for such
purpose) shall have determined in good faith that the Company has a valid
business reason for such delay.

     7.   Liquidated Damages.  Pursuant to Section 2(a) hereof, the Company may,
upon written notice to all the Holders, postpone having the Shelf Registration
Statement declared effective for a reasonable period not to exceed 90 days if
the Company possesses material non-public information, the disclosure of which
would have a material adverse effect on the Company and its subsidiaries taken
as a whole.  Notwithstanding any such postponement, if (i) on or prior to the
90th day following the date of the First Time of Delivery (as defined in the
Purchase Agreement), a Shelf Registration Statement has not been filed with the
Commission or (ii) on or prior to the 180th day following the date of the First
Time of Delivery (as defined in the Purchase Agreement), such Shelf Registration
Statement is not declared effective by the Commission (each, a "Registration
Default"), the Company shall be required to pay liquidated damages ("Liquidated
Damages"), from and including the day following such Registration Default until
such Shelf Registration Statement is either so filed or so filed and
subsequently declared effective, as applicable.  Such Liquidated Damages shall
be paid semi-annually in arrears, with the first semi-annual payment due on the
first Interest Payment Date (as defined in the Indenture), as applicable,
following the date of such Registration Default, and will accrue at a rate per
annum equal to an additional one-quarter of one percent (0.25%) of the principal
amount of Restricted Securities, to and including the 90th day following such
Registration Default and one-half of one percent (0.5%) thereof from and after
the 91st day following such Registration Default.  In the event that the Shelf
Registration Statement ceases to be effective (or the Holders of Registrable
Securities are otherwise prevented or restricted by the Company from effecting
sales pursuant thereto) (an "Effective Failure") for more than 60 days, whether
or not consecutive, during any twelve-month period, then the Company shall pay
Liquidated Damages in the amount of one-half of one percent (0.5%) per annum
from the 61st day of the applicable twelve-month period such Shelf Registration
Statement ceases to be effective (or the Holders of Registrable Securities are
otherwise prevented or restricted by the Company from effecting sales pursuant
thereto) until such time as the Effective Failure is cured.  For the purpose of
determining an Effective Failure, days on which the Company has been obligated
to pay Liquidated Damages in accordance with the foregoing in respect of a prior
Effective Failure within the applicable twelve-month period shall not be
included.  The Liquidated Damages as set forth in this Section 7 shall be the
exclusive monetary remedy available to the Holders of Registrable Securities for
such Registration Default or Effective Failure.

                                      -14-
<PAGE>

     8.   Miscellaneous.

          (a)  Other Registration Rights.  The Company may grant registration
rights that would permit any Person that is a third party the right to piggy-
back on any Shelf Registration Statement, provided that if the Managing
Underwriter, if any, of any underwritten offering conducted pursuant to Section
6 hereof notifies the Company and the Electing Holders that the total amount of
securities which the Electing Holders and the holders of such piggy-back rights
intend to include in any Shelf Registration Statement is so large as to
materially threaten the success of such offering (including the price at which
such securities can be sold), then the amount, number or kind of securities to
be offered for the account of holders of such piggy-back rights will be reduced
to the extent necessary to reduce the total amount of securities to be included
in such offering to the amount, number or kind recommended by the Managing
Underwriter prior to any reduction in the amount of Registrable Securities to be
included in such Shelf Registration Statement.

          (b)  Amendments and Waivers.  The provisions of this Agreement,
including the provisions of this Section 8(b), may be amended, and waivers or
consents to departures from the provisions hereof may be given, only by a
written instrument duly executed by the Company and the Holders of a majority in
aggregate principal amount of Registrable Securities then outstanding. Each
Holder of Registrable Securities outstanding at the time of any such amendment,
waiver or consent or thereafter shall be bound by any amendment, waiver or
consent effected pursuant to this Section 8(b), whether or not any notice,
writing or marking indicating such amendment, waiver or consent appears on the
Registrable Securities or is delivered to such Holder.

          (c)  Notices.  All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, first-class mail,
telex, telecopier, or air courier guaranteeing overnight delivery:

                           (1) if to a Holder, at the most current address given
by such Holder to the Company in accordance with the provisions of this Section
8(c);

                           (2) if to the Purchasers, initially at the address
set forth in the Purchase Agreement; and

                           (3) if to the Company, initially at its address set
forth in the Purchase Agreement.

     All such notices and communications shall be deemed to have been duly given
when received.

     The Purchasers or the Company by notice to the other may designate
additional or different addresses for subsequent notices or communications.

          (d)  Successors and Assigns.  This Agreement shall inure to the
benefit of and be binding upon the successors and assigns of each of the parties
and the Holders, including, without the need for an express assignment or any
consent by the Company thereto, subsequent Holders of

                                      -15-
<PAGE>

Registrable Securities. The Company hereby agrees to extend the benefits of this
Agreement to any Holder of Registrable Securities and any such Holder may
specifically enforce the provisions of this Agreement as if an original party
hereto.

          (e)  Counterparts. This agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

          (f)  Headings.  The headings in this agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

          (g)  Governing Law.  This agreement shall be governed by and construed
in accordance with the laws of the State of New York, without giving effect to
any provisions relating to conflicts of laws.

          (h)  Severability. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstances, is held
invalid, illegal or unenforceable in any respect for any reason, the validity,
legality and enforceability of any such provision in every other respect and of
the remaining provisions hereof shall not be in any way impaired or affected
thereby, it being intended that all of the rights and privileges of the parties
shall be enforceable to the fullest extent permitted by law.

          (i)  Survival.  The respective indemnities, agreements,
representations, warranties and other provisions set forth in this Agreement or
made pursuant hereto shall remain in full force and effect, regardless of any
investigation (or any statement as to the results thereof) made by or on behalf
of any Electing Holder, any director, officer or partner of such Electing
Holder, any agent or underwriter, any director, officer or partner of such agent
or underwriter, or any controlling person of any of the foregoing, and shall
survive the transfer and registration of the Registrable Securities of such
Holder.

                                      -16-
<PAGE>

     Please confirm that the foregoing correctly sets forth the agreement
between the Company and you.

                                 Very truly yours,

                                 BEA Systems, Inc.

                                 By: __________________________________

                                 Name:
                                 Title:

     The foregoing Registration Rights Agreement is hereby confirmed and
accepted as of the date first above written.

                                 Goldman, Sachs & Co.
                                 Credit Suisse First Boston Corporation
                                 SoundView Technology Group, Inc.
                                 Deutsche Bank Securities Inc.
                                 SG Cowen Securities Corporation
                                 Dain Rauscher Incorporated

                                 By:__________________________________
                                 (Goldman, Sachs & Co.)

                                 On behalf of each of the Purchasers

                                      -17-
<PAGE>

                                   Exhibit A

                               BEA SYSTEMS, INC.
                        INSTRUCTION TO DTC PARTICIPANTS

                               (DATE OF MAILING)

                    URGENT -- IMMEDIATE ATTENTION REQUESTED

                         DEADLINE FOR RESPONSE: (DATE)

     The Depository Trust Company ("DTC") has identified you as a DTC
Participant through which beneficial interests in BEA Systems, Inc. (the
"Company") 4% Convertible Subordinated Notes due December 15, 2006 (the
"Securities") are held.

     The Company is in the process of registering the Securities under the
Securities Act of 1933, as amended, for resale by the beneficial owners thereof.
In order to have their Securities included in the registration statement,
beneficial owners, INCLUDING BENEFICIAL OWNERS RESIDENT OUTSIDE THE UNITED
STATES, must complete and return the enclosed Notice of Registration Statement
and Selling Securityholder Questionnaire.

     IT IS IMPORTANT THE BENEFICIAL OWNERS OF THE SECURITIES RECEIVE A COPY OF
THE ENCLOSED MATERIALS AS SOON AS POSSIBLE as their rights to have the
Securities included in the registration statement depend upon their returning
the Notice and Questionnaire [DEADLINE FOR RESPONSE].  Please forward a copy of
the enclosed materials to each beneficial owner that holds interests in the
Securities through you.  If you require more copies of the enclosed materials or
have any questions regarding this matter, please contact [Name, address and
telephone number of contact at the Company].
<PAGE>

                               BEA SYSTEMS, INC.

   NOTICE OF REGISTRATION STATEMENT AND SELLING SECURITY HOLDER QUESTIONNAIRE

                                     (DATE)

     BEA Systems, Inc. (the "Company") has filed or intends shortly to file with
the United States Securities and Exchange Commission (the "Commission") a
registration statement on form S-3 (the "Shelf Registration Statement") for the
registration and resale under the United States Securities Act of 1933, as
amended (the "Securities Act"), of the Company's 4% Convertible Subordinated
Notes due December 15, 2006 (CUSIP No. 073325 AC 6) (the "Notes"), and Common
Stock, par value $0.001 per share, of the Company issuable upon conversion or
repurchase thereof, in accordance with the terms of the Registration Rights
Agreement dated as of December 15, 1999 (the "Registration Rights Agreement")
between the Company and the purchasers named therein (the "Purchasers").  A copy
of the Registration Rights Agreement is attached hereto. All capitalized terms
not otherwise defined herein shall have the meanings ascribed thereto in the
Registration Rights Agreement.

     In order to have Registrable Securities included in the Shelf Registration
Statement (or a supplement or amendment thereto), this Notice of Registration
Statement and Selling Securityholder Questionnaire ("Notice and Questionnaire")
must be completed, executed and delivered to the Company at the address set
forth herein for receipt ON OR BEFORE [insert date that is 30 days from the
Notice Date] (the "Questionnaire Deadline").  Unless the Company otherwise
consents, beneficial owners of Registrable Securities who do not complete,
execute and return this Notice and Questionnaire by such date (i) will not be
named as selling securityholders in the Shelf Registration Statement (or a
supplement or amendment thereto) and related Prospectus and (ii) may not sell
their Registrable Securities pursuant thereto.  Beneficial owners of Registrable
Securities not having returned a Notice and Questionnaire by the Questionnaire
Deadline may, however, receive another Notice and Questionnaire from the Company
upon request.  Following its receipt of a completed Notice and Questionnaire in
return, the Company will reasonably promptly include the Registrable Securities
covered thereby in the Shelf Registration Statement.

     Certain legal consequences arise from being named as a selling
securityholder in the Shelf Registration Statement and related Prospectus.
Accordingly, Holders and beneficial owners of Registrable Securities are advised
to consult their own securities law counsel regarding the consequences of being
named or not being named as a selling securityholder in the Shelf Registration
Statement and related Prospectus.

     The term "Registrable Securities" is defined in the Registration Rights
Agreement to mean all or any portion of the Notes issued under the Indenture and
the Common Stock issuable upon conversion or repurchase thereof; provided,
however, that a security ceases to be a Registrable Security when it is no
longer a Restricted Security.
<PAGE>

     The term "Restricted Security" is defined in the Registration Rights
Agreement to mean any Note or share of Common Stock issuable upon conversion or
repurchase thereof except any such Note or share of Common Stock which (i) has
been effectively registered under the Securities Act and sold in a manner
contemplated by the Shelf Registration Statement, (ii) has been transferred in
compliance with Rule 144 under the Securities Act (or any successor provision
thereto) or is transferable pursuant to paragraph (k) of such Rule 144 (or any
successor provision thereto), or (iii) has otherwise been transferred and a new
Security or share of Common Stock not subject to transfer restrictions under the
Securities Act has been delivered by or on behalf of the Company in accordance
with Section 3.5 of the Indenture.

                                      -2-
<PAGE>

                                   ELECTION

     The undersigned holder (the "Selling Securityholder") of Registrable
Securities hereby elects to include in the Shelf Registration Statement the
Registrable Securities beneficially owned by it and listed below in Item (3)
(unless otherwise specified under Item (3).  The undersigned, by signing and
returning this Notice and Questionnaire, agrees to be bound with respect to such
Registrable Securities by the terms and conditions of this Notice and
Questionnaire and the Registration Rights Agreement, including, without
limitation, Section 5 of the Registration Rights Agreement, as if the
undersigned Selling Securityholder were an original party thereto.

     Upon any sale of Registrable Securities pursuant to the Shelf Registration
Statement, the undersigned Selling Securityholder will be required to deliver to
the Company and the Trustee under the Indenture the Notice of Transfer completed
and signed set forth in Appendix I to the Notice and Questionnaire and hereby
undertakes to do so.

     The undersigned Selling Securityholder hereby provides the following
information to the Company and represents and warrants that such information is
accurate and complete:
<PAGE>

                                 QUESTIONNAIRE
     (1)  (a)  Full Legal Name of Selling Securityholder:

               _________________________________________________________________

          (b)  Full Legal Name of Registered Holder (if not the same as in (a)
               above) of Registrable Securities Listed in (3) Below:

               _________________________________________________________________

          (c)  Full Legal Name of DTC Participant (if applicable and if not the
               same as (b) above) Through Which Registrable Securities Listed in
               (3) Below are Held:

               _________________________________________________________________

     (2)  Address for Notices to Selling Securityholder:

          ______________________________________________________________________

          ______________________________________________________________________

          ______________________________________________________________________

          Telephone: ___________________________________________________________

          Fax: _________________________________________________________________

          Contact: _____________________________________________________________

     (3) Beneficial Ownership of Registrable Securities:

     Except as set forth below, the undersigned Selling Securityholder does not
     beneficially own any Notes or Common Stock previously issued upon
     conversion or repurchase of any Note.

     Principal amount of Notes beneficially owned: _____________________________

     Number of shares of Common Stock beneficially owned and issued to date upon
     conversion or repurchase of Notes (if any): _______________________________

     Principal amount of Notes which the undersigned wishes to be included in
     the Shelf Registration Statement: _________________________________________

     Number of shares of Common Stock (if any) issued upon conversion or
     repurchase of Registrable Securities which are to be included in the Shelf
     Registration Statement: ___________________________________________________

                                      -2-
<PAGE>

     (4)  Other shares of Common Stock or other Notes of the Company Owned by
     the Selling Securityholder:

     Except as set forth below, and under Item (3) above, the undersigned
     Selling Securityholder is not the beneficial or registered owner of any
     shares of Common Stock or any other securities of the Company.

     State any exceptions here:

     (5)  Relationships with the Company:

     Except as set forth below, neither the Selling Securityholder nor any of
     its affiliates, officers, directors or principal equity holders (5% or
     more) has held any position or office or has had any other material
     relationship with the Company (or its predecessors or affiliates) during
     the past three years.

     State any exceptions here:

     (6)  Plan of Distribution:

     Except as set forth below, the undersigned Selling Securityholder intends
     to distribute the Registrable Securities listed above in Item (3) only as
     follows (if at all): Such Registrable Securities may be sold from time to
     time directly by the undersigned Selling Securityholder or, alternatively,
     through underwriters, broker-dealers or agents.  Such Registrable
     Securities may be sold in one or more transactions at fixed prices, at
     prevailing market prices at the time of sale, at varying prices determined
     at the time of sale, or at negotiated prices.  Such sales may be effected
     in transactions (which may involve crosses or block transactions) (i) on
     any national securities exchanges or U.S. inter-dealer quotation system of
     a registered national securities association on which the Registrable
     Securities may be listed or quoted at the time of sale, (ii) in the over-
     the-counter market, (iii) in transactions otherwise than on such exchanges
     or services or in the over-the-counter market, or (iv) through the writing
     of options.  In connection with sales of the Registrable Securities or
     otherwise, the Selling Securityholder may enter into hedging transactions
     with broker-dealers, which may in turn engage in short sales of the
     Registrable Securities in the course of hedging the positions they assume.
     The Selling Securityholder may also sell Registrable Securities short and
     deliver Registrable Securities to close out such short position, or loan or
     pledge Registrable Securities to broker-dealers that in turn may sell such
     securities.

     State any exceptions here:

     Note: In no event may such method(s) of distribution take the form of an
     underwritten offering of the Registrable Securities without the prior
     agreement of the Company.

     By signing below, the Selling Securityholder acknowledges that it
     understands its obligation to comply, and agrees that it will comply, with
     the prospectus delivery and other provisions

                                      -3-
<PAGE>

     of the Securities Act and Exchange Act and the respective rules thereunder,
     particularly Regulation M.

     In the event that the Selling Securityholder transfers all or any portion
     of the Registrable Securities listed in Item (3) above after the date on
     which such information is provided to the Company, the Selling
     Securityholder agrees to notify the transferee(s) at the time of the
     transfer of its rights and obligations under this Notice and Questionnaire
     and the Registration Rights Agreement.

     By signing below, the Selling Securityholder consents to the disclosure of
     the information contained herein in its answers to Items (1) through (6)
     above and the inclusion of such information in the Shelf Registration
     Statement and related Prospectus.  The Selling Securityholder understands
     that such information will be relied upon by the Company in connection with
     the preparation of the Shelf Registration Statement and related Prospectus.

     In accordance with the Selling Securityholder's obligation under the
     Registration Rights Agreement to provide such information as may be
     required by law for inclusion in the Self Registration Statement, the
     Selling Securityholder agrees to promptly notify the Company of any
     inaccuracies or changes in the information provided herein which may occur
     subsequent to the date hereof at any time while the Self Registration
     Statement remains in effect.  All notices hereunder and pursuant to the
     Registration Rights Agreement shall be made in writing by hand delivery,
     first-class mail, or air courier guaranteeing overnight delivery as
     follows:

     To the Company:

     BEA Systems, Inc.
     385 Moffett Park Drive
     Sunnyvale, CA 94089
     Attention: Secretary

     Once this Notice and Questionnaire is executed by the Selling
     Securityholder and received by the Company, the terms of this Notice and
     Questionnaire, and the representations and warranties contained herein,
     shall be binding on, shall inure to the benefit of and shall be enforceable
     by the respective successors, heirs, personal representatives and assigns
     of the Company and the Selling Securityholder with respect to the
     Registrable Securities beneficially owned by such Selling Securityholder
     and listed in Item (3) above. This Agreement shall be governed in all
     respects by the laws of the State of New York.

                                      -4-
<PAGE>

     IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused
     this Notice and Questionnaire to be executed and delivered either in person
     or by its duly authorized agent.

     Dated: ________________________

            ________________________
            Selling Securityholder
            (Print/type full legal name of beneficial owner of Registrable
            Securities)

            By: ______________________________
            Name:
            Title:

PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR RECEIPT ON
OR BEFORE (DEADLINE FOR RESPONSE) TO THE COMPANY AT:

     BEA Systems, Inc.

     385 Moffett Park Drive
     Sunnyvale, CA 94089
     Attention: Secretary

                                      -5-
<PAGE>

                                  APPENDIX I

             NOTICE TO TRANSFER PURSUANT TO REGISTRATION STATEMENT

     State Street Bank and Trust Company
     of California, N.A.
     633 W. Fifth Street, 12th Floor
     Los Angeles, CA 90071

     BEA Systems, Inc.
     385 Moffett Park Drive
     Sunnyvale, CA 94089
     Attention: Secretary

          Re:  BEA Systems, Inc. 4% Convertible Subordinated Notes
               due December 15, 2006 (the "Notes")

     Dear Sirs:

     Please be advised that _________________________________  has transferred
$_____ aggregate principal amount of the above-referenced notes or ______ shares
of the Company's Common Stock, issued on conversion, repurchase or redemption of
Notes, pursuant to the Registration Statement Form S-3 (File No. 333-_________)
filed by the Company.

     We hereby certify that the prospectus delivery requirements, if any, of the
Securities Act of 1933, as amended, have been satisfied with respect to the
transfer described above and that the above-named beneficial owner of the Notes
of Common Stock is named as a selling security holder in the Prospectus dated
____________ or in amendments or supplements thereto, and that the aggregate
principal amount of the Notes of number of Common Stock transferred are [a
portion of] the Notes or Common Stock listed in such Prospectus as amended or
supplemented opposite such owner's name.

     Dated: _____________________

                              Very truly yours,

                              ___________________________________
                                            (Name)

                         By: ____________________________________
                                    (Authorized Signature)