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                                                                   Exhibit 10.27

                                    AMENDMENT
                                       OF
                              EMPLOYMENT AGREEMENT
                                       OF
                                ALFRED S. CHUANG
                                ----------------

     This AMENDMENT of the Employment Agreement dated September 1, 1999 between
BEA Systems, Inc., a Delaware corporation, (the "Company") and Alfred S.
Chuang ("Employee") (the "Employment Agreement") is entered into as of
November 2, 2001.

     The parties amend the Employment Agreement as follows:

     1. Section 1(a) is replaced in its entirety, as follows:

          "(a)    Period of Employment. The Company hereby employs Employee
                  --------------------
        to render services to the Company in the position and with the duties
        and responsibilities described in Section 1(b) for the period (the
        "Period of Employment") commencing on the date of this Amendment and
        ending the earlier of (i) October 1, 2005, or (ii) the date this
        Employment Agreement is terminated in accordance with Section 3
        below."

     2. Section 1(b) is replaced in its entirety, as follows:

          "(b)    Position. Employee will serve as the Company's Board Member,
                  --------
        Chief Executive Officer and President, (or in such other position(s)
        as the Board of Directors of the Company (the "Board") shall
        designate). Employee shall devote his full time and attention and his
        best efforts to the performance of the services customarily incident
        to such offices and to such other services as may be reasonably
        requested by the Board."

     3. Section 2(a) is replaced in its entirely, as follows:

          "(a)    Compensation. In consideration of the services to be rendered
                  ------------
        under the Amendment of the Employment Agreement, including, without
        limitation, services to any Affiliated Company, Employee shall be paid
        an annual salary of Five Hundred Thousand Dollars ($500,000.00),
        payable at the times and pursuant to the procedures regularly
        established, and as they may be amended, by the Company during the
        Period of Employment. This rate shall be reviewed annually on a
        calendar year basis, in accordance with the Company's salary review
        practices, and adjusted in the sole discretion of the Board of the
        Company to reflect increases in the cost of living and such other
        increases as are awarded in accordance with the Company's regular
        salary review practices for giving salary increases to similarly
        situated employees."

     4. The following is added to the end of Section 2(b):

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        "On November 2, 2001, the Board granted Employee the option to
        purchase 1,500,000 shares of the common stock of the Company ("Common
        Stock") at an exercise price of $11.70 per share. Such options are
        transferable to the extent provided in the agreement evidencing a
        grant of an Award and such agreement is amended as described in
        Exhibit E."

     The parties have duly executed this Amendment of the Employment as of
November 2, 2001.

COMPANY:                                        EMPLOYEE:

BEA SYSTEMS, INC.

By: /s/ Robert F. Donohue                       /s/ Alfred S. Chuang
    ---------------------                       --------------------
                                                Alfred S. Chuang

Title: SVP & Gen Counsel & Secretary
       -----------------------------