<PAGE>

                               UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.  20549
                                     
                                FORM 10-QSB

(Mark One)

[X]    Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
       Exchange Act of 1934

FOR THE QUARTERLY PERIOD ENDED OCTOBER 31, 1997
                                    or
[ ]    Transition report pursuant to Section 13 or 15(d) of the
       Securities Exchange Act of 1934
                                     
COMMISSION FILE NUMBER:  0-22369
                                     
                                     
                             BEA SYSTEMS, INC.
     (Exact name of small business issuer as specified in its charter)
                                     
                  DELAWARE                           77-0394711
       (State or other jurisdiction of           (I.R.S. Employer
        incorporation or organization)           Identification No.)


                          385 MOFFETT PARK DRIVE
                       SUNNYVALE, CALIFORNIA  90489
                  (Address of principal executive office)
                                     
                              (408) 743-4000
           (Registrant's telephone number, including area code)



   Indicate by check mark whether the registrant (1) filed all reports 
required to be filed by Section 13 or 15(d) of the Exchange Act during the 
past 12 months (or for such shorter period 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
                               ---                        ---

   As of November 30, 1997, there were 64,366,866 shares of the Registrant's 
Common Stock outstanding.

<PAGE>                                     
                             BEA SYSTEMS, INC.
                                     
                                   INDEX

                      PART I.  FINANCIAL INFORMATION
                                    
                                                                      Page No.
                                                                      --------
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:

        Condensed Consolidated Statements of Operations
           Three and nine months ended October 31, 1997 and 1996.......  3
        
        Condensed Consolidated Balance Sheets
          October 31, 1997 and January 31, 1997........................  4

        Condensed Consolidated Statements of Cash Flows
          Nine months ended October 31, 1997 and 1996..................  5

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


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
        AND RESULTS OF OPERATIONS......................................  8

                         PART II.   OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K............................... 17

        SIGNATURES..................................................... 17
          
                                     2
<PAGE>
PART I.  FINANCIAL INFORMATION

ITEM I.     CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                               BEA SYSTEMS, INC.
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                     (IN THOUSANDS, EXCEPT PER SHARE DATA)
                                  (UNAUDITED)
                                       
<TABLE>
<CAPTION>
                                   THREE MONTHS ENDED      NINE MONTHS ENDED
                                       OCTOBER 31,            OCTOBER 31,
                                 ----------------------  ----------------------
                                    1997        1996        1997        1996
                                 ----------  ----------  ----------  ----------
<S>                              <C>         <C>         <C>         <C>
Revenues:
  License                       $    29,585 $    11,693  $   80,144  $   26,855
  Services                           11,435       4,323      25,420       9,494
                                 ----------  ----------  ----------  ----------
     Total revenues                  41,020      16,016     105,564      36,349

Cost of revenues:
  License                             3,505       3,202      10,087       7,655
  Services                            6,968       2,559      15,760       4,843
                                 ----------  ----------  ----------  ----------
     Total cost of revenues          10,473       5,761      25,847      12,498
                                 ----------  ----------  ----------  ----------

Gross margin                         30,547      10,255      79,717      23,851

Operating expenses:
  Sales and marketing                19,101       9,049      51,742      19,411
  Research and development            6,884       4,868      17,806      12,638
  General and administrative          4,256       3,519      11,867       8,876
  Write-off of in-process 
    research and development             --          --      16,000      62,248
                                 ----------  ----------  ----------  ----------
     Total operating expenses        30,241      17,436      97,415     103,173
                                 ----------  ----------  ----------  ----------

Income (loss) from operations           306      (7,181)    (17,698)    (79,322)

Interest and other income 
  (expense), net                         98      (1,850)     (4,218)     (4,848)
                                 ----------  ----------  ----------  ----------
Income (loss) before provision
  for income taxes                      404      (9,031)    (21,916)    (84,170)

Provision for income taxes              721         146       1,893         300
                                 ----------  ----------  ----------  ----------
Net loss                         $     (317) $   (9,177) $  (23,809) $  (84,470)
                                 ----------  ----------  ----------  ----------
                                 ----------  ----------  ----------  ----------

Net loss per share               $    (0.00)             $    (0.42) 
                                 ----------              ----------  
                                 ----------              ----------  
Shares used in computing net
  loss per share                     64,041                  56,696
                                 ----------              ----------  
                                 ----------              ----------  

Pro forma net loss per share                 $    (0.18)             $    (1.69)
                                             ----------              ----------
                                             ----------              ----------

Shares used in computing pro 
  forma net loss per share                       52,062                  50,107
                                             ----------              ----------
                                             ----------              ----------

</TABLE>
                            See accompanying notes.
          
                                     3
<PAGE>
                               BEA SYSTEMS, INC.
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (In thousands)
                                  (Unaudited)

                                    October 31, 1997       January 31, 1997
                                    ----------------       ----------------
                               ASSETS
Current assets:
  Cash and cash equivalents             $   90,913            $    3,283
   Accounts receivable, net                 38,037                24,778
   Other current assets                      3,223                 3,083
                                        ----------            ----------
     Total current assets                  132,173                31,144

 Computer equipment, furniture and
   leasehold improvements, net               7,194                 6,648
 Acquired Intangible assets, net            15,660                17,226
 Other assets                                3,438                 2,955
                                        ----------            ----------
     Total assets                       $  158,465            $   57,973
                                        ----------            ----------
                                        ----------            ----------

           LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
  Borrowing under line of credit        $       --            $    9,050
  Accounts payable                           4,057                 3,488
  Accrued liabilities                       22,471                14,527
  Deferred revenues                          8,949                 8,697
  Current portion of notes payable and
    capital lease obligations               27,519                28,180
                                        ----------            ----------
      Total current liabilities             62,996                63,942

Notes payable and capital lease 
  obligations                               20,788                49,540

Series B redeemable preferred stock             --                20,780

Stockholders' equity (deficit):
  Preferred stock                               --                    17
  Common stock                                  64                    11
  Additional paid-in capital               207,480                32,335
  Notes receivable from shareholders          (544)                 (544)
  Deferred compensation                       (662)                 (845)
  Foreign currency translation 
   adjustment                                 (242)                   74
  Accumulated deficit                     (131,415)             (107,337)
                                        ----------            ----------
    Total stockholders' equity 
      (deficit)                             74,681               (76,289)
                                        ----------            ----------
      Total liabilities and 
        stockholders' equity (deficit)  $  158,465            $   57,973
                                        ----------            ----------
                                        ----------            ----------
                                       
                            See accompanying notes.
                    
                                     4
<PAGE>
                               BEA SYSTEMS, INC.
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                (In thousands)
                                  (Unaudited)

                                                          Nine months ended
                                                             October 31,
                                                      -------------------------
                                                          1997          1996
                                                      -----------   -----------
Operating activities:
  Net loss                                            $   (23,809)  $   (84,470)
  Adjustments to reconcile net loss to cash
   used in operating activities:
    Depreciation                                            1,779         1,219
    Amortization of intangible assets acquired and
       write-off of in-process research and 
       development                                         24,634        67,689
    Changes in operating assets and liabilities, 
       net of business combinations                       (10,170)       (3,437)
    Other                                                     438        --
                                                      -----------   -----------

Net cash used in operating activities                      (7,128)      (18,999)
                                                      -----------   -----------

Investing activities:
  Acquisitions of intangible assets and
     business combinations, net of cash acquired           (2,919)       (2,348)
  Purchase of computer equipment, furniture
    and leasehold improvements                             (1,570)       (3,365)
                                                      -----------   -----------

  Net cash used in investing activities                    (4,489)       (5,713)
                                                      -----------   -----------

Financing activities:
  Net borrowings (payments) on line of credit              (9,050)        5,530
  Net payments on long-term debt
     and capital lease obligations                        (30,715)       (4,846)
  Proceeds from issuance of stock                         139,328        21,253
                                                      -----------   -----------

Net cash provided by financing activities                  99,563        21,937
                                                      -----------   -----------

Net increase in cash and cash equivalents                  87,946        (2,775)

Foreign currency translation adjustment                      (316)           (1)

Cash and cash equivalents at beginning of year              3,283         4,549
                                                      -----------   -----------

Cash and cash equivalents at end of quarter           $    90,913   $     1,773
                                                      -----------   -----------
                                                      -----------   -----------

                            See accompanying notes.
          
                                     5
<PAGE>
          
                               BEA SYSTEMS, INC.
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


Note 1.   Basis of presentation

The condensed consolidated financial statements at October 31, 1997 and for 
the three- and nine-month periods then ended are unaudited and reflect all 
adjustments (consisting only of normal recurring adjustments) which are, in 
the opinion of management, necessary for a fair presentation of financial 
position, results of operations and cash flows for the interim periods.  
These financial statements should be read in conjunction with the 
"Management's Discussion and Analysis of Financial Condition and Results of 
Operations" and the financial statements for the fiscal year ended January 
31, 1997 included in the Company's Registration Statement on Form SB-2 
(Registration Statement File No. 333-29961) and related prospectus for the 
Company's offering of its Common Stock, which was completed in July 1997.  
The results of operations for the three and nine months ended October 31, 
1997 are not necessarily indicative of the results for the entire fiscal year 
ending January 31, 1998.

The consolidated balance sheet at January 31, 1997 has been derived from 
audited financial statements at that date but does not include all of the 
information and footnotes required by generally accepted accounting 
principles for complete financial statements.

Note 2.   Net loss per share

Except as noted below, net loss per share is computed using the weighted 
average number of shares of common stock outstanding during the period.  
Common stock equivalents relating to stock options, the convertible preferred 
stock and the convertible line of credit are excluded from the computation as 
their effect would be anti-dilutive.  However, for the three and nine month 
periods ended October 31, 1996, the calculation includes those common stock 
equivalent shares as required by the Securities and Exchange Commission's 
staff accounting bulletins and guidelines.  Net loss per share information 
calculated on the above noted basis is as follows:

                                   Three months ended    Nine months ended
                                    October 31, 1996      October 31, 1996
                                   ------------------    -----------------
  Net loss per share                    $   (0.32)           $  (3.05)
                                       ----------           ---------
                                       ----------           ---------
  Shares used in computing net
    loss per share (in thousands)          29,862              27,907
                                       ----------           ---------
                                       ----------           ---------

For the three and nine month periods ended October 31, 1996, pro forma net 
loss per share has been computed as described above and also gives effect, 
pursuant to Securities and Exchange Commission policy, to common stock 
equivalent shares from convertible preferred stock issued more than twelve 
months prior to the Company's initial public offering and converted upon 
completion of the offering.

In February 1997, the Financial Accounting Standards Board issued Statement 
of Financial Accounting Standard No. 128, "Earnings Per Share."  The 
Statement is effective for both interim and annual financial statements for 
periods ending after December 15, 1997.  Under the Statement, primary 
earnings per share computed in accordance with Accounting Principle Board 
Opinion No. 25 will be replaced with a new simpler calculation called "basic 
earnings per share" and the Company will be required to restate comparative 
earnings per share amounts for all prior periods.  Under the new 
requirements, basic loss per share for the three and nine month periods ended 
October 31, 1997 would be unchanged from the loss per share of $(0.00) and 
$(0.42), respectively.  For the three and nine month periods ended October 
31, 1996, the basic loss per share under the new standard would be $(0.89) 
based on weighted average shares outstanding of 10,338,000 and $(10.08) based 
on weighted average shares outstanding of 8,383,000, respectively.
          
                                     6
<PAGE>
          
Note 3.   Transaction with Digital Equipment Corporation

On March 26, 1997, the Company completed an agreement with Digital Equipment 
Corporation ("DEC") to acquire exclusive worldwide rights to MessageQ, 
ObjectBroker and other related products.  The purchase price (including 
direct acquisition costs) was approximately $19.8 million.  Of the aggregate 
consideration, $5 million was payable in cash on closing and aggregate 
payments of $17 million was due pursuant to a convertible promissory note.  
Interest was imputed on the convertible promissory note at 8 percent which 
resulted in the recorded liability of approximately $14 million at present 
value.  The convertible promissory note provided for payments of $2 million, 
$4 million and $11 million payable on or before February 1, 1998, 1999 and 
2000, respectively. Of the final installment of $11 million, $5 million was 
convertible into the Company's common stock.  In addition, the Company 
granted DEC a warrant to purchase 500,000 shares of Common Stock at a price 
of $6.00 per share, exerciseable for a one year period, commencing in October 
1997.

In August 1997, the Company and DEC entered into an agreement whereby the 
Company issued 925,925 shares of Common Stock and paid $4,925,000 as a full 
settlement of the convertible promissory note.  Additionally, the Company 
issued 364,022 shares of Common Stock to DEC in connection with DEC's 
"cashless exercise" of the entire warrant as provided for in the warrant 
agreement.

Note 4.   Notes Payable and Capital Lease Obligations

Notes Payable and capital lease obligations consist of the following:         

<TABLE>
<CAPTION>
                                                October 31, 1997   January 31, 1997
                                               ----------------   ----------------
<S>                                            <C>                <C>
Subordinated notes payable to founders of IMC      $     --          $  4,589
Note payable to Novell                               46,374            69,900
Credit arrangement with majority stockholder             --             1,000
Note payable to former shareholders of Bay
 Technologies Pty., Ltd.                                598               928
Other notes payable                                     137               299
Capital lease obligations                             1,198             1,004
                                                   --------          --------
                                                     48,307            77,720
Less amounts due within one year                    (27,519)          (28,180)
                                                   --------          --------
  Notes payable and capital lease obligations      $ 20,788          $ 49,540
                                                   --------          --------
                                                   --------          --------
</TABLE>
Note 5.   Public Offerings

During the first quarter ended April 30, 1997, the Company completed its 
initial public offering of Common Stock.  The offering generated net proceeds 
of approximately $25.6 million from the sale of 5.0 million shares.  During 
the second quarter, the underwriters exercised a portion of their 
over-allotment option, generating additional net proceeds of approximately 
$2.1 million from the sale of 373,000 shares of Common Stock.

During the second fiscal quarter ended July 31, 1997, the Company completed a 
follow-on public offering of its Common Stock.  The offering generated net 
proceeds of approximately $110.7 million from the sale of 6.9 million shares. 
The proceeds from the follow-on offering will be used to fund scheduled debt 
payments and operating activities.
          
                                     7
<PAGE>
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS
                                       
THE FOLLOWING DISCUSSION OF THE FINANCIAL CONDITION AND RESULTS OF OPERATIONS 
OF THE BEA SYSTEMS, INC. SHOULD BE READ IN CONJUNCTION WITH THE MANAGEMENT'S 
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS AND 
THE CONSOLIDATED FINANCIAL STATEMENTS AND THE NOTES THERETO INCLUDED IN THE 
COMPANY'S REGISTRATION STATEMENT ON FORM SB-2 (REGISTRATION STATEMENT FILE 
NO. 333-29961) AND RELATED PROSPECTUS FOR THE COMPANY'S PUBLIC OFFERING OF 
ITS COMMON STOCK, WHICH WAS COMPLETED IN JULY 1997.  THIS DISCUSSION 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.  FORWARD LOOKING STATEMENTS INCLUDE, BUT 
ARE NOT LIMITED TO, STATEMENTS REGARDING THE SUFFICIENCY OF THE COMPANY'S 
CURRENT CASH BALANCES, USE OF PROCEEDS FROM THE FOLLOW-ON PUBLIC OFFERINGS, 
EXPECTATIONS OF AMOUNT AND COMPOSITION OF REVENUE, FUTURE AMORTIZATION AND 
OTHER EXPENSE LEVELS.  THESE STATEMENTS INVOLVE RISKS AND UNCERTAINTIES AND 
ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE DISCUSSED IN THE 
FORWARD-LOOKING STATEMENTS.

FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY INCLUDE RISKS 
AND UNCERTAINTIES INCLUDING, BUT NOT LIMITED TO, THOSE DESCRIBED UNDER THE 
HEADING "CERTAIN RISK FACTORS WHICH MAY IMPACT FUTURE OPERATING RESULTS." ALL 
FORWARD-LOOKING STATEMENTS AND REASONS WHY RESULTS MIGHT DIFFER INCLUDED IN 
THIS FORM 10-QSB ARE MADE AS OF THE DATE HEREOF, BASED ON INFORMATION 
AVAILABLE TO BEA SYSTEMS, INC. AS OF THE DATE HEREOF, AND THE COMPANY ASSUMES 
NO OBLIGATION TO UPDATE ANY SUCH FORWARD-LOOKING STATEMENT OR REASON WHY 
RESULTS MIGHT DIFFER.

RESULTS OF OPERATIONS

The Company acquired the TUXEDO product from Novell, Inc. in February 1996. 
Since this acquisition, the Company has continued to purchase and develop 
additional middleware products and technologies as well as establish 
distribution channels for its products and services.  For these reasons, the 
Company has experienced significant growth.

THREE AND NINE MONTHS ENDED OCTOBER 31, 1997 AND 1996

REVENUES.  The Company's revenues are derived primarily from fees for 
software licenses and from maintenance, customer support and consulting 
services.  The Company's revenues were $41.0 million and $16.0 million for 
the fiscal quarters ended October 31, 1997 and 1996, respectively, and $105.6 
million and $36.3 million for the nine months ended October 31, 1997 and 
1996, respectively.

License revenues were $29.6 million and $11.7 million for the fiscal quarters 
ended October 31, 1997 and 1996, representing 72% and 73% of total revenues 
in the respective periods.  License revenues were $80.1 million and $26.9 
million for the nine months ended October 31, 1997 and 1996, representing 76% 
and 74% of total revenues.  The increase in dollar amount of license revenues 
was primarily due to the continued market acceptance of BEA TUXEDO and 
adjacent middleware products.

Service revenues were $11.4 million and $4.3 million for the fiscal quarters 
ended October 31, 1997 and 1996, respectively, representing  28% and 27% of 
total revenues.  For the nine months ended October 31, 1997 and 1996,  
service revenues were $25.4 million and $9.5 million, respectively, 
representing  24% and 26% of total revenues.  The increase in service revenue 
is due to additional sales of consulting, training and maintenance associated 
with the increased sales of software licenses.  The increase in services 
revenue for the three months ended October 31, 1997 of 42% from the three 
months ended July 31, 1997 is due to efforts to resell services to the 
Company's installed user
          
                                     8
<PAGE>
          
base and renew customer support agreements.  In the future, management 
expects services revenue to range between 25% and 30% of total revenues as 
the Company continues to build its support and service organizations, 
although there can be no assurance that total revenue will increase, or 
that service revenue will increase to achieve such percentages.

International revenues, which the Company defines as revenues from sales to 
customers outside the United States, accounted for 47% of total revenues in 
each of the fiscal quarters ended October 31, 1997 and 1996.  For the nine 
months ended October 31, 1997 and 1996, international revenues accounted for 
48% and 31% of total revenues, respectively.  Management anticipates that 
international revenues will continue to comprise a material portion of the 
Company's revenues as BEA Tuxedo continues to gain international acceptance 
and the Company build local market presence in Europe and Asia.

COST OF LICENSES.  Cost of licenses consists primarily of amortization of 
certain intangible assets related to acquisitions as well as product media, 
product duplication and shipping.  Cost of licenses totaled $3.5 million and 
$3.2 million for the fiscal quarters ended October 31, 1997 and 1996, 
respectively, representing 12% and 27% of license revenues.  For the nine 
months ended October 31, 1997 and 1996, cost of licenses totaled $10.1 
million and $7.7 million, respectively, representing 13% and 29% of license 
revenues. The decrease in cost of licenses as a percentage of license 
revenues was due primarily to the substantial increase in license revenues 
during the period and the fixed nature of certain of the expenses.  
Amortization of intangible assets included in cost of licenses totaled $3.0 
million and $2.3 million in the fiscal quarters ended October 31, 1997 and 
1996 and $8.4 million and $5.3 million for the nine months ended October 31, 
1997 and 1996, respectively. Amortization of intangible assets is expected to 
continue to comprise a material portion of cost of licenses and, assuming no 
further acquisitions, management expects this expense item to total 
approximately $3.0 million in the fourth quarter ending January 31, 1998, 
approximately $7.2 million for the fiscal year ending January 31, 1999 and 
approximately $3.0 million through the fiscal year ending January 31, 2003.

COST OF SERVICES.  Cost of services consists primarily of personnel-related 
costs incurred in providing consulting services, training, maintenance and 
support to customers.  Cost of services were $7.0 million and $2.6 million 
for the fiscal quarters ended October 31, 1997 and 1996, respectively, 
representing 61% and 59% of total service revenues for each period. For the 
nine months ended October 31, 1997 and 1996, cost of services were $15.8 
million and $4.8 million, respectively, representing 62% and 51% of total 
service revenues for each period.  The increase in absolute dollars was due 
primarily to the Company's growing customer base and increased operating 
activity resulting from such growth. The increase in costs as a percentage of 
related service revenues for the periods presented is the result of costs 
related to the hiring and training of consulting and support personnel. The 
Company has also invested substantial resources in a worldwide customer 
support organization to provide a high level of service to the Company's 
customers.

OPERATING EXPENSES.  The Company expects to increase expense levels in each 
of the next several quarters, primarily to support increased sales, services 
and customer support efforts, and ongoing research and development, and to 
build greater infrastructure in its international offices, particularly in 
finance and administrative functions.

Sales and marketing expenses include salaries, commissions, advertising, 
direct mail, seminars, public relations, trade shows, travel and other 
related selling and marketing expenses. Sales and marketing expenses were 
$19.1 million and $9.0 million for the fiscal quarters ended October 31, 1997 
and 1996, respectively, representing 47% and 57% of total revenues for each 
period.  For the nine months ended October 31, 1997 and 1996, sales and 
marketing expenses were $51.7 million and $19.4 million, respectively, 
representing 49% and 53% of total revenues for each period.  The increase in 
absolute dollars was due primarily to the expansion of the Company's direct 
sales force and an increase in sales and marketing personnel and activities. 
The decrease in costs as a percentage of revenues for the three months ended 
October 31, 1997 over the same period in 1996 was due primarily to the 
substantial increase in revenues.  The Company believes that sales and 
marketing expenses will continue to increase as the Company expands its sales 
and marketing organization.

Research and development expenses include engineering personnel and related
expenses, as well as consulting costs associated with new product development
and enhancement of existing products.  Research and development
          
                                     9
<PAGE>
          
expenses were $6.9 million and $4.9 million for the fiscal quarters ended 
October 31, 1997 and 1996, respectively, representing 17% and 30% of total 
revenues in each period.  For the nine months ended October 31, 1997 and 
1996, research and development expenses were $17.8 million and $12.6 million, 
respectively, representing 17% and 35% of total revenues in each period.  The 
increase in dollar amount was due to an increase in development personnel and 
related expenses.  The decrease in research and development expenses as a 
percentage of total revenues was primarily due to economies of scale 
associated with the substantial increase in revenues.  The Company expects 
that the dollar amount of research and development expenses will increase as 
the Company continues to commit substantial resources to product development 
and engineering in future periods.

General and administrative expenses include personnel costs for 
administration, finance, human resources, information technology and general 
management, as well as amortization of goodwill related to certain 
acquisitions.  General and administrative expenses were $4.3 million and $3.5 
million for the fiscal quarters ended October 31, 1997 and 1996, 
respectively, representing 10% and 22% of total revenues for each period.  
For the nine months ended October 31, 1997 and 1996, general and 
administrative expenses were $11.9 million and $8.9 million, respectively, 
representing 11% and 24% of total revenues for each period.  The increase in 
general and administrative expenses is attributed to the expansion of  the 
Company's general and administrative staff and associated expenses necessary 
to manage and support the Company's growth.  The decrease in general and 
administrative expenses as a percentage of total revenues was primarily due 
to the substantial increase in revenues. The Company expects that general and 
administrative expenses will continue to increase in absolute dollars in the 
future as the Company builds its administrative infrastructure and incurs 
costs associated with being a public company.  Amortization of goodwill 
totaled $129,000 and $47,000 in the quarters ended October 31, 1997 and 1996, 
respectively.  Amortization of goodwill totaled $268,000 and $141,000 in the 
nine months ended October 31, 1997 and 1996, respectively.  Assuming no 
further acquisitions, amortization of goodwill is expected to total $229,000 
for the fourth quarter ending January 31, 1998, approximately $914,800 for 
the fiscal year ending January 31, 1999 and approximately $1.3 million 
through the fiscal year ending January 31, 2003.

As a result of the acquisitions of MessageQ, ObjectBroker and other related 
products from Digital Equipment Corporation in the first quarter ended April 
30, 1997, the acquisition of TUXEDO from Novell in the quarter ended April 
30, 1996, and the acquisition of CST (Finland) in the quarter ended October 
31, 1996, the Company has acquired a number of projects and products that had 
not reached technological feasibility at the date of purchase.  Accordingly, 
$16.0 million and $62.2 million in the nine months ended October 31, 1997 and 
1996, respectively, was expensed in the period acquired.

PROVISION FOR INCOME TAXES.  While the Company has experienced operating 
losses to date, the Company has incurred income tax expense of $721,000 and 
$146,000 for the fiscal quarters ended October 31, 1997 and 1996, 
respectively, and $1.9 million and $300,000 for the nine months ended October 
31, 1997 and 1996, respectively.  The income tax expense is comprised 
primarily of foreign withholding tax and foreign income tax expense incurred 
as a result of local country profits.

CERTAIN RISK FACTORS WHICH MAY IMPACT FUTURE OPERATING RESULTS

BEA Systems, Inc. operates in a rapidly changing environment that involves a 
number of risks, some of which are beyond the Company's control.  The 
following discussion highlights some of these risks and the possible impact 
of these factors on future results of operations.

LIMITED OPERATING HISTORY; INTEGRATION OF ACQUISITIONS; NO ASSURANCE OF 
PROFITABILITY - The Company was incorporated in January 1995 and, 
accordingly, has a limited operating history upon which an evaluation of the 
Company and its prospects can be based.  Revenues generated by the Company to 
date have been derived primarily from sales of BEA TUXEDO, a product to which 
the Company acquired worldwide rights in February 1996, and from fees for 
related services. Since its inception, the Company has acquired a number of 
businesses and other products.  Prior to the consummation of these 
acquisitions, the Company had no revenues and limited business activities.  
Accordingly, the Company is subject to the risks inherent both in the 
operation of a new business enterprise and the integration of a number of 
previously separate and independent business operations, and there can
          
                                     10
<PAGE>
          
be no assurance that the Company will be able to address these risks 
successfully.  Although the Company has experienced recent substantial 
revenue growth, the Company has incurred significant net losses since its 
inception, including losses of approximately $88.7 million and $17.7 million 
during the fiscal years ended January 31, 1997 and 1996, respectively, and 
$23.8 million for the nine months ended October 31, 1997.  At October 31, 
1997, the Company had an accumulated deficit of approximately $131.4 million. 
In addition, in connection with certain acquisitions, the Company recorded 
approximately $123.4 million as intangible assets, approximately $107.7 
million of which has already been amortized and expensed and approximately 
$15.7 million of which is expected to be amortized and expensed in future 
periods through the Company's fiscal year ending January 31, 2003.  The 
amounts of such intangible assets to be expensed in future periods, which 
will not be separately reported but will be included primarily in cost of 
sales, are expected to be $3.2 million for the remainder of the fiscal year 
ending January 31, 1998 and are expected to average $2.0 million per fiscal 
quarter in the fiscal year ending January 31, 1999.  To the extent the 
Company makes additional acquisitions of businesses, products and 
technologies in the future, the Company may report additional, potentially 
significant, amortization expenses related thereto.  To the extent future 
events result in the impairment of any capitalized intangible assets, 
amortization expenses may occur sooner than the Company expects.  For the 
foregoing reasons, there can be no assurance that the Company will be 
profitable in any future period, and recent operating results should not be 
considered indicative of future financial performance.

POTENTIAL FLUCTUATIONS IN QUARTERLY OPERATING RESULTS - The Company expects 
that it will experience significant fluctuations in future quarterly 
operating results as a result of many factors, including, among others: the 
size and timing of customer orders; introduction or enhancement of products 
by the Company or its competitors; market acceptance of middleware products; 
the lengthy sales and implementation cycle for the Company's products; 
technological changes in computer systems and environments; the structure and 
timing of future acquisitions of businesses, products and technologies; the 
ability of the Company to develop, introduce and market new products on a 
timely basis; changes in the Company's or its competitors' pricing policies; 
customer order deferrals in anticipation of future new products and product 
enhancements; the Company's success in expanding its sales and marketing 
programs; mix of products and services sold; mix of distribution channels; 
ability to meet the service requirements of its customers; costs associated 
with acquisitions; loss of key personnel; fluctuations in foreign currency 
exchange rates; and general economic conditions.  As a result of all of these 
factors, the Company believes that quarterly revenues and operating results 
are difficult to forecast and period-to-period comparisons of its results of 
operations are not necessarily meaningful and should not be relied upon as 
indications of future performance.

A portion of the Company's revenues are derived from large orders as 
customers deploy BEA products throughout their organizations.  Any inability 
of the Company to generate large customer orders, or any delay or loss of 
such orders in a particular quarter, will have a material adverse affect on 
the Company's revenues and, more significantly on a percentage basis, its net 
income or loss in that quarter.  Moreover, the Company typically receives and 
fulfills a majority of its orders within the quarter, with a substantial 
portion occurring in the third month of a fiscal quarter.  As a result, the 
Company may not learn of revenue shortfalls until late in a fiscal quarter.  
Additionally, the Company's operating expenses are based in part on its 
expectations for future revenue and are relatively fixed in the short term.  
Any revenue shortfall below expectations could have an immediate and 
significant adverse effect on the results of operations.

Similarly, shortfalls in BEA's revenues and earnings from levels expected by 
securities analysts could have an immediate and significant adverse effect on 
the trading price of the Company's Common Stock.  Moreover, the Company's 
stock price is subject to the volatility generally associated with software 
and technology stocks and may also be affected by broader market trends 
unrelated to the Company's performance.

PRODUCT CONCENTRATION - Revenues to date have been derived primarily from 
sales of BEA TUXEDO, a product to which the Company acquired worldwide rights 
in February 1996, and from related services.  These products and services are 
expected to continue to account for the substantial majority of the Company's 
revenues for the foreseeable future.  As a result, factors adversely 
affecting the pricing of or demand for BEA TUXEDO, such as competition, 
product performance or technological change, could have a material adverse 
effect on the Company's business and consolidated results of operations and 
financial condition.
          
                                     11
<PAGE>
          
The middleware market, in which the Company conducts its business, is still 
emerging and is characterized by continuing technological developments, 
evolving industry standards and changing customer requirements.  The 
Company's success is dependent in large part on the Company's middleware 
software products' achieving market acceptance by large customers with 
substantial legacy mainframe systems.  The Company's future financial 
performance will depend in large part on continued growth in the number of 
companies extending their mainframe-based, mission-critical applications to 
an enterprise-wide distributed computing environment through the use of 
middleware technology. There can be no assurance that the market for 
middleware technology and related services will continue to grow.  If the 
middleware market fails to grow or grows more slowly than the Company 
currently anticipates, or if the Company experiences increased competition in 
this market, the Company's business, results of operations and financial 
condition will be adversely affected.

LENGTHY SALES CYCLE - The Company's products are typically used to integrate 
large, sophisticated applications that are critical to a customer's business 
and the purchase of the Company's products is often part of a customer's 
implementation of a distributed computing environment.  Customers evaluating 
the Company's software products face complex decisions regarding alternative 
approaches to the integration of enterprise applications, competitive product 
offerings, rapidly changing software technologies and limited internal 
resources due to other information systems requirements.  For these and other 
reasons, the sales cycle for the Company's products is lengthy and is subject 
to delays or cancellation over which the Company has little or no control.  
Any significant change in the Company's sales cycle could have a material 
adverse effect on the Company's business, results of operations and financial 
condition.

COMPETITION - The market for middleware software and related services is 
highly competitive.  The Company's competitors are diverse and offer a 
variety of solutions directed at various segments of the middleware software 
marketplace. These competitors include database vendors such as Oracle 
Corporation ("Oracle"), IBM Corporation ("IBM") and others, which offer their 
own development tools for use with their proprietary databases, as well as 
companies offering and developing middleware software products and related 
services or application development tools that compete with products offered 
by the Company.  Further, internal development groups within prospective 
customers' organizations may develop software and hardware systems that may 
substitute for those offered by the Company.  A number of the Company's 
competitors and potential competitors have longer operating histories, 
significantly greater financial, technical, marketing and other resources, 
greater name recognition and a larger installed base of customers than the 
Company.

Microsoft has announced that it will provide middleware functionality in 
future versions of its Windows NT operating system and has recently announced 
the release of a product that includes certain middleware functionality.  The 
bundling of middleware functionality in Windows NT will require the Company 
to compete with Microsoft in the Windows NT marketplace, where Microsoft will 
have an inherent advantage.  If Microsoft successfully incorporates 
middleware functionality into Windows NT or separately offers middleware 
applications, the Company will need to differentiate its products based on 
functionality, interoperability with non-Microsoft platforms, performance and 
reliability and establish its products as more effective solutions to 
customers' needs.  There can be no assurance that the Company will be able to 
successfully differentiate its products from those offered by Microsoft, or 
that Microsoft's entry into the middleware market will not materially 
adversely affect the Company's business, operating results and financial 
condition.

In addition, current and potential competitors may make strategic 
acquisitions or establish cooperative relationships among themselves or with 
third parties, thereby increasing the ability of their products to address 
the needs of the Company's current and prospective customers.  Accordingly, 
it is possible that new competitors or alliances among current and new 
competitors may emerge and rapidly gain significant market share.  Such 
competition could materially adversely affect the Company's ability to sell 
additional licenses and maintenance and support renewals on terms favorable 
to the Company.  Further, competitive pressures could require the Company to 
reduce the price of its products and related services, which could materially 
adversely affect the Company's business, operating results and financial 
condition.  There can be no assurance that the Company will be able to 
compete successfully against competitors, and the failure to do so would have 
a material adverse effect upon the Company's business, results of operations 
and financial condition.
          
                                     12
<PAGE>
          
MANAGEMENT OF GROWTH - The Company currently is experiencing a period of 
rapid and substantial growth that has placed, and is expected to continue to 
place, a strain on the Company's administrative, financial and operational 
infrastructure.  The Company's revenues have increased from $5.1 million for 
the fiscal year ended January 31, 1996 to $61.6 million for the fiscal year 
ended January 31, 1997.  Revenue was $105.6 million for the nine months ended 
October 31, 1997.  The number of Company employees has increased from 120 
employees in three offices in the United States at January 31, 1996 to 
approximately 800 employees in 41 offices in 22 countries at October 31, 
1997. The Company's ability to manage its staff and growth effectively will 
require it to continue to improve its operational, financial and management 
controls, reporting systems and procedures; to train, motivate and manage its 
employees; and, as required, to install new management information and 
control systems. In that regard, the Company is currently installing and 
implementing a new management information system that is designed to 
integrate financial and other reporting among the Company's multiple domestic 
and foreign offices.  In addition, the Company intends to increase its staff 
in its foreign offices and to improve financial reporting and controls for 
the Company's international operations.  There can be no assurance that the 
Company will be able to implement improvements to its management information 
and control systems in an efficient or timely manner or that, during the 
course of this implementation, deficiencies in existing systems and controls 
will not be discovered.  If management of the Company is unable to manage 
growth effectively, the Company's business, results of operations and 
financial condition will be materially adversely affected.

DEPENDENCE ON KEY PERSONNEL AND NEED TO HIRE ADDITIONAL PERSONNEL - The 
Company believes its future success will depend upon its ability to attract 
and retain highly skilled personnel including the Company's founders, Messrs. 
William Coleman, Edward Scott, Alfred Chuang and key members of management. 
Competition for such personnel is intense, and there can be no assurance that 
the Company will be able to retain its key employees or that it will be 
successful in attracting, assimilating and retaining them in the future.  As 
the Company seeks to expand its worldwide support organization, hiring of 
qualified technical personnel in foreign countries will be difficult due to 
the limited number of qualified professionals.  Failure to attract, 
assimilate and retain key personnel would have a material adverse effect on 
the Company's business, results of operations and financial condition.

EXPANDING DISTRIBUTION CHANNELS AND RELIANCE ON THIRD PARTIES - To date, the 
Company has sold its products principally through its direct sales force, as 
well as through indirect sales channels, such as independent software vendors 
("ISVs"), hardware OEMs, systems integrators, independent consultants and 
distributors.  The Company's ability to achieve significant revenue growth in 
the future will depend in large part on its success in expanding its direct 
sales force and in further establishing and maintaining relationships with 
distributors, OEMs and ISVs.  In particular, a significant element of the 
Company's strategy is to embed its technology in products offered by the 
Company's ISV customers.  The Company intends to seek distribution 
arrangements with other ISVs to embed the Company's technology in their 
products and expects that these arrangements will account for a significant 
portion of the Company's revenues in future periods.  There can be no 
assurance that the Company will be able to successfully expand its direct 
sales force or other distribution channels, secure license agreements with 
additional ISVs on commercially reasonable terms or at all, or otherwise 
further develop its relationships with distributors and ISVs, or that any 
such expansion or additional license agreements would result in an increase 
in revenues.  Although the Company believes that its investments in the 
expansion of its direct sales force and in the establishment of other 
distribution channels through third parties ultimately will improve the 
Company's operating results, to the extent that such investments are made and 
revenues do not correspondingly increase, the Company's business, results of 
operations and financial condition will be materially and adversely affected.

INTERNATIONAL REVENUES - For the three and nine months ended October 31, 1997,
sales to customers outside of the United States accounted for 47% and 48% of
total revenues, respectively.  The Company anticipates that international
revenues will continue to account for a significant portion of its consolidated
revenues.  Risks inherent in the Company's international sales include the
following: unexpected changes in regulatory practices and tariffs; greater
difficulties in staffing and managing foreign operations; longer collection
cycles; potential changes in tax laws; greater difficulty in protecting
intellectual property; and the impact of fluctuating exchange rates between the
US dollar and foreign currencies in markets where BEA does business, in
particular the Japanese yen, the French franc, the German mark and the British
pound.  The Company's international revenues may also be impacted by general
economic and political conditions in these foreign markets.  Specifically, the
Company's business in the Pacific Rim could be negatively impacted in the short
run by unsettled economic conditions in that region including
          
                                     13
<PAGE>
          
Japan and Korea. There can be no assurances that these factors and other 
factors will not have a material adverse effect on the Company's future 
international revenues and consequently on the Company's business and 
consolidated results of operations.

RAPID TECHNOLOGY CHANGE; DEPENDENCE ON NEW PRODUCTS AND PRODUCT ENHANCEMENTS 
-The market for the Company's products is highly fragmented, competitive with 
alternative computing architectures, and characterized by continuing 
technological development, evolving industry standards and changing customer 
requirements.  The introduction of products embodying new technologies, the 
emergence of new industry standards or changes in customer requirements could 
render the Company's existing products obsolete and unmarketable.  As a 
result, the Company's success depends upon its ability to enhance existing 
products, respond to changing customer requirements, and develop and 
introduce in a timely manner new products that keep pace with technological 
developments and emerging industry standards.  There can be no assurance that 
the Company's products will adequately address the changing needs of the 
marketplace or that the Company will be successful in developing and 
marketing enhancements to its existing products or products incorporating new 
technology on a timely basis. Failure to develop and introduce new products, 
or enhancements to existing products, in a timely manner in response to 
changing market conditions or customer requirements, will materially and 
adversely affect the Company's business, results of operations and financial 
condition.

SOFTWARE DEFECTS - The software products offered by the Company are 
internally complex and, despite extensive testing and quality control, may 
contain errors or defects ("bugs"), especially when first introduced.  Such 
defects or errors could result in corrective releases to the Company's 
software products, damage to the Company's reputation, loss of revenue, an 
increase in product returns or order cancellations, or lack of market 
acceptance of its products, any of which could have a material and adverse 
effect on the Company's business and consolidated results of operations.

PRODUCT LIABILITY - The Company's license agreements with its customers 
typically contain provisions designed to limit the Company's exposure to 
potential product liability claims.  It is possible, however, that the 
limitation of liability provisions contained in the Company's license 
agreements may not be effective as a result of existing or future federal, 
state or local laws or ordinances or unfavorable judicial decisions.  
Although the Company has not experienced any product liability claims to 
date, the sale and support of its products may entail the risk of such 
claims, which could be substantial in light of the use of such products in 
mission-critical applications.  A successful product liability claim brought 
against the Company could have a material adverse effect on the Company's 
business, results of operations and financial condition.

DEPENDENCE OF PROPRIETARY TECHNOLOGY; RISK OF INFRINGEMENT - The Company's 
success depends upon its proprietary technology.  The Company relies on a 
combination of copyright, trademark and trade secret rights, confidentiality 
procedures and licensing arrangements to establish and protect its 
proprietary rights.  No assurance can be given that competitors will not 
successfully challenge the validity or scope of the Company's patents and 
that such patents will provide a competitive advantage to the Company.

As part of its confidentiality procedures, the Company generally enters into 
non-disclosure agreements with its employees, distributors and corporate 
partners, and license agreements with respect to its software, documentation 
and other proprietary information.  Despite these precautions, it may be 
possible for a third party to copy or otherwise obtain and use the Company's 
products or technology without authorization. In particular, the Company has, 
in the past, provided certain hardware OEMs with access to its source code, 
and any unauthorized publication or proliferation this source code could 
materially adversely affect the Company's business, operating results and 
financial condition. Monitoring unauthorized use of the Company's products is 
difficult and, although the Company is unable to determine the extent to 
which piracy of its software products exists, software piracy can be expected 
to be a persistent problem.  Effective protection of intellectual property 
rights is unavailable or limited in many foreign countries.  There can be no 
assurance that the Company's protection of its proprietary rights will be 
adequate or that the Company's competitors will not independently develop 
similar technology, duplicate the Company's products or design around any 
patents issued to the Company or other intellectual property rights of the 
Company.

The Company is not aware that any of its products infringe the proprietary
rights of third parties.  There can be no assurance, however, that third
parties will not claim infringement by the Company with respect to current or
future products.  The Company has received correspondence claiming that its
ObjectBroker product infringes certain
          
                                     14
<PAGE>
          
third-party patents.  The Company is investigating this claim and currently 
believes it to be without merit and that the Company is entitled to 
indemnification for such claim.  The Company expects that software product 
developers will increasingly be subject to such claims as the number of 
products and competitors in the Company's industry segment grows and the 
functionality of products in the industry segment overlaps.  Any such claims, 
with or without merit, could result in costly litigation that could absorb 
significant management time, which could have a material adverse effect on 
the Company's business, results of operations and financial condition.

VOLATILITY OF STOCK PRICE - The market price for the Company's Common Stock 
is affected by a number of factors, including the announcement of new 
products or product enhancements by the Company or its competitors, quarterly 
variations in the Company's or its competitors' results of operations, 
changes in earnings estimates or recommendations by securities analysts, 
developments in the software industry, general market conditions and other 
factors, including factors unrelated to the operating performance of the 
Company or its competitors.  In addition, stock prices for many companies in 
the technology and emerging growth sectors have experienced wide fluctuations 
that have often been unrelated to the operating performance of such 
companies.  Such factors and fluctuations, as well as general economic, 
political and market conditions, such as recessions, may materially adversely 
affect the market price of the Company's Common Stock.

POTENTIAL EFFECT OF SHARES ELIGIBLE FOR FUTURE SALE ON MARKET PRICE OF THE 
COMPANY'S COMMON STOCK - Sales of a substantial number of shares of Common 
Stock could adversely affect the market price of the Company's Common Stock 
and could impair the Company's ability to raise capital through the sale of 
equity securities.  On October 31, 1997, the Company had 64.3 million shares 
of Common Stock outstanding (including 20.8 million shares of Common Stock 
issuable upon conversion of the Class B Common Stock).  Of these shares, the 
6.9 million shares sold in the offering completed in July 1997, the 5.4 
million shares sold in the Company's initial public offering and 193,000 
shares issued pursuant to the Company's Employee Stock Purchase Plan are 
freely transferable without restriction under the Securities Act, unless they 
are held by "affiliates" of the Company as defined under the Securities Act 
and the Regulations promulgated thereunder.  An additional 926,000 shares 
were issued to Digital in August, 1997 upon conversion of a portion of a 
certain note payable to Digital.  Upon issuance, such shares became eligible 
for immediate resale.  In addition, 364,000 additional shares were issued 
subject to the full exercise of a warrant and are eligible for sale.

Of the remaining 50.5 million shares of common stock outstanding, certain 
shares were sold by the Company in reliance on exemptions from the 
registration requirements of the Securities Act and are restricted securities 
within the meaning of Rule 144 under the Securities Act.  On October 8, 1997, 
approximately 2.4 million shares became eligible for sale subject to the 
provisions of Rule 144 or Rule 701, and on November 22, 1997, 6.0 million 
shares became eligible for sale subject to such provisions.  On January 18, 
1998, an additional 42.1 million shares will become eligible for sale subject 
to such provisions.  On each of the dates above, shares become eligible for 
sale upon the expiration of agreements with Goldman, Sachs & Co. or the 
Company.

On October 8, 1997 and November 22, 1997, an additional 1.3 million and 
250,000, respectively, in vested options were available for sale upon 
exercise into Common Stock subject to compliance with Rule 701, in each case 
upon the expiration of agreements not to sell such shares entered into with 
Goldman, Sachs & Co. or the Company.  Any shares subject to lock-up 
agreements may be earlier released at any time without notice by Goldman, 
Sachs & Co.

LIQUIDITY AND CAPITAL RESOURCES

Since inception, the Company has financed its operations and acquisitions of 
subsidiaries, technologies and distribution rights, primarily through public 
offerings of securities, the private sale of equity securities and borrowings.

During the quarter ended April 30, 1997, the Company completed its initial 
public offering of securities.  The offering generated net proceeds of 
approximately $25.6 million from the sale of 5.0 million shares of Common 
Stock.  Subsequent to the end of the quarter, the underwriters exercised a 
portion of their over-allotment option, generating additional net proceeds of 
approximately $2.1 million from the sale of 372,633 shares of Common Stock. 
          
                                     15
<PAGE>
          
During the quarter ended July 31, 1997, the Company completed a follow-on 
offering.  The follow-on offering generated net proceeds of approximately 
$110.7 million from the sale of 6.9 million shares of Common Stock.

Under the terms of the revolving credit arrangement, the Company has the 
ability to borrow a maximum of $20 million based on eligible accounts 
receivable.  At October 31, 1997, the Company's borrowing capacity under this 
facility was $13.5 million and no borrowings were outstanding.  The credit 
arrangement is scheduled to expire in April 1998.

As of October 31, 1997, the balance of the note payable to Novell was $46.4 
million.  Scheduled payments for the next twelve months are $29.5 million, in 
aggregate.

During the nine months ended October 31, 1997 and 1996, the Company used 
approximately $1.6 million and $3.4 million, respectively, of cash to 
purchase leasehold improvements, computers, furniture and other office 
equipment.  The Company also acquired equipment with a cost of approximately 
$600,000 under a capital lease line of credit during the nine months ended 
October 31, 1997.

At October 31, 1997, the Company had $90.9 million in cash and cash 
equivalents and working capital of $69.2 million. The Company believes that 
the current cash balance will be sufficient to meet its working capital 
requirements for the next twelve months.  Although operating activities may 
provide cash in certain periods, to the extent that the Company experiences 
growth in the future, the Company anticipates that its operating and 
investing activities may use cash.
          
                                     16
<PAGE>
          
PART II.  OTHER INFORMATION

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

The following exhibits are filed by attachment to this Form 10-QSB:

       Exhibit
        Number       Description of Exhibit    
       -------       ----------------------
          11         Statement re:  computation of earnings per share
          27         Financial Data Schedule

No reports on Form 8-K were filed during the quarter ended October 31, 1997.



SIGNATURES

In accordance with 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:    December 8, 1997


                                   BEA Systems, Inc.
                                   (Registrant)
                                   
                                   /s/ WILLIAM T. COLEMAN III
                                   --------------------------
                                   William T. Coleman III
                                   President, Chief Executive Officer and
                                   Chairman
                                   
                                   
                                   /s/ STEVE L. BROWN
                                   ------------------
                                   Steve L. Brown
                                   Executive Vice President and Chief Financial
                                   Officer
                                   (Duly Authorized Officer and Principal
                                   Financial Officer)

          
                                     17