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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549



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FORM 10-Q



(Mark One)

|x | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
|- | ---------------------------------------------------------------------

ACT OF 1934



For the
quarterly period ended October 31, 2004



OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------



Commission File Number: 0-22369



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BEA SYSTEMS, INC.

(Exact name of registrant as specified in its charter)



|                                                               |  |                                       
|-------------------------------------------------------------- |  | --------------------------------------
|Delaware                                                       |  | 77-0394711                            
|(State or other jurisdiction of incorporation or organization) |  | (I. R. S. Employer Identification No.)



2315 North First
Street

San Jose, California 95131

(Address of principal executive offices)



(408) 570-8000

(Registrants telephone number, including area code)



---



Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter 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 ̈



Indicate by check mark whether Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes x    No ̈



As of November 30, 2004, there were approximately 402,399,424 shares of the Registrants common stock outstanding.



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##### Table of Contents

BEA SYSTEMS, INC.



INDEX



|                                 |  |                                                                                                                                           |  |         
|-------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------- |  | --------
|                                 |  |                                                                                                                                           |  | Page No.
|PART I.    FINANCIAL INFORMATION |  |                                                                                                                                          
|                                 |  |                                                                                                                                          
|ITEM 1.                          |  | Condensed Consolidated Financial Statements (Unaudited):                                                                                  |  |         
|                                 |  |                                                                                                                                          
|                                 |  | Condensed Consolidated Statements of Income and Comprehensive Income for the three months and nine months ended October 31, 2004 and 2003 |  | 3       
|                                 |  |                                                                                                                                          
|                                 |  | Condensed Consolidated Balance Sheets as of October 31, 2004 and January 31, 2004                                                         |  | 4       
|                                 |  |                                                                                                                                          
|                                 |  | Condensed Consolidated Statements of Cash Flows for the nine months ended October 31, 2004 and 2003                                       |  | 5       
|                                 |  |                                                                                                                                          
|                                 |  | Notes to Condensed Consolidated Financial Statements                                                                                      |  | 6       
|                                 |  |                                                                                                                                          
|ITEM 2.                          |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                                     |  | 16      
|                                 |  |                                                                                                                                          
|ITEM 3.                          |  | Quantitative and Qualitative Disclosure about Market Risks                                                                                |  | 43      
|                                 |  |                                                                                                                                          
|ITEM 4.                          |  | Controls and Procedures                                                                                                                   |  | 45      
|                                 | 
|PART II.    OTHER INFORMATION    |  |                                                                                                                                          
|                                 |  |                                                                                                                                          
|ITEM 1.                          |  | Legal Proceedings                                                                                                                         |  | 47      
|                                 |  |                                                                                                                                          
|ITEM 2.                          |  | Unregistered Sales of Equity Securities and Use of Proceeds                                                                               |  | 47      
|                                 |  |                                                                                                                                          
|ITEM 5.                          |  | Other Information                                                                                                                         |  | 48      
|                                 |  |                                                                                                                                          
|ITEM 6.                          |  | Exhibits and Reports on Form 8-K                                                                                                          |  | 48      
|                                 | 
|Signatures                       |  | 50                                                                                                                                       



2



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##### Table of Contents

PART I.    FINANCIAL INFORMATION



ITEM 1.Condensed Consolidated Financial Statements



BEA SYSTEMS, INC.



CONDENSED
CONSOLIDATED STATEMENTS OF INCOME

AND COMPREHENSIVE INCOME



(in thousands, except per share data)

(Unaudited)



|                                                                              |  |                                |         |   |                               |   |         |      |  |   |         |   |  |   |         |  
|----------------------------------------------------------------------------- |  | ------------------------------ | ------- | - | ----------------------------- | - | ------- | ---- |  | - | ------- | - |  | - | ------- | -
|                                                                              |  | Three months ended October 31, |         |   | Nine months ended October 31, |  
|                                                                              |  | 2004                           |         |   | 2003                          |   |         | 2004 |  |   | 2003    |  
|Revenues:                                                                     |  |                                |         |   |                               |   |         |      |  |   |         |   |  |   |         |  
|License fees                                                                  |  | $                              | 114,914 |   |                               | $ | 128,229 |      |  | $ | 351,366 |   |  | $ | 377,923 |  
|Services                                                                      |  |                                | 149,485 |   |                               |   | 123,853 |      |  |   | 437,956 |   |  |   | 356,501 |  
|                                                                              |  |                                |         |   |                               |   |         |      |  |   |         |   |  |   |         |  
|Total revenues                                                                |  |                                | 264,399 |   |                               |   | 252,082 |      |  |   | 789,322 |   |  |   | 734,424 |  
|                                                                              |  |                                |         |   |                               |   |         |      |  |   |         |   |  |   |         |  
|Cost of revenues:                                                             |  |                                |         |   |                               |   |         |      |  |   |         |   |  |   |         |  
|Cost of license fees                                                          |  |                                | 6,314   |   |                               |   | 6,415   |      |  |   | 19,119  |   |  |   | 18,735  |  
|Cost of services                                                              |  |                                | 47,886  |   |                               |   | 46,635  |      |  |   | 143,796 |   |  |   | 141,107 |  
|Amortization of certain acquired intangible assets                            |  |                                | 3,099   |   |                               |   | 6,054   |      |  |   | 9,426   |   |  |   | 16,861  |  
|                                                                              |  |                                |         |   |                               |   |         |      |  |   |         |   |  |   |         |  
|Total cost of revenues                                                        |  |                                | 57,299  |   |                               |   | 59,104  |      |  |   | 172,341 |   |  |   | 176,703 |  
|                                                                              |  |                                |         |   |                               |   |         |      |  |   |         |   |  |   |         |  
|Gross profit                                                                  |  |                                | 207,100 |   |                               |   | 192,978 |      |  |   | 616,981 |   |  |   | 557,721 |  
|Operating expenses:                                                           |  |                                |         |   |                               |   |         |      |  |   |         |   |  |   |         |  
|Sales and marketing                                                           |  |                                | 96,868  |   |                               |   | 94,946  |      |  |   | 297,167 |   |  |   | 281,379 |  
|Research and development                                                      |  |                                | 37,007  |   |                               |   | 34,294  |      |  |   | 108,423 |   |  |   | 103,847 |  
|General and administrative                                                    |  |                                | 23,500  |   |                               |   | 18,836  |      |  |   | 67,386  |   |  |   | 56,572  |  
|Facilities consolidation                                                      |  |                                |        |   |                               |   |        |      |  |   | 8,165   |   |  |   |        |  
|                                                                              |  |                                |         |   |                               |   |         |      |  |   |         |   |  |   |         |  
|Total operating expenses                                                      |  |                                | 157,375 |   |                               |   | 148,076 |      |  |   | 481,141 |   |  |   | 441,798 |  
|                                                                              |  |                                |         |   |                               |   |         |      |  |   |         |   |  |   |         |  
|Income from operations                                                        |  |                                | 49,725  |   |                               |   | 44,902  |      |  |   | 135,840 |   |  |   | 115,923 |  
|Interest and other, net:                                                      |  |                                |         |   |                               |   |         |      |  |   |         |   |  |   |         |  
|Interest expense                                                              |  |                                | (8,053  | ) |                               |   | (7,687  | )    |  |   | (22,663 | ) |  |   | (18,752 | )
|Interest income                                                               |  |                                | 5,506   |   |                               |   | 5,431   |      |  |   | 15,647  |   |  |   | 17,818  |  
|Other, net                                                                    |  |                                | 688     |   |                               |   | (1,196  | )    |  |   | (1,092  | ) |  |   | (1,547  | )
|                                                                              |  |                                |         |   |                               |   |         |      |  |   |         |   |  |   |         |  
|Total interest and other, net                                                 |  |                                | (1,859  | ) |                               |   | (3,452  | )    |  |   | (8,108  | ) |  |   | (2,481  | )
|                                                                              |  |                                |         |   |                               |   |         |      |  |   |         |   |  |   |         |  
|Income before provision for income taxes                                      |  |                                | 47,866  |   |                               |   | 41,450  |      |  |   | 127,732 |   |  |   | 113,442 |  
|Provision for income taxes                                                    |  |                                | 14,360  |   |                               |   | 12,435  |      |  |   | 38,320  |   |  |   | 34,033  |  
|                                                                              |  |                                |         |   |                               |   |         |      |  |   |         |   |  |   |         |  
|Net income                                                                    |  |                                | 33,506  |   |                               |   | 29,015  |      |  |   | 89,412  |   |  |   | 79,409  |  
|Other comprehensive income:                                                   |  |                                |         |   |                               |   |         |      |  |   |         |   |  |   |         |  
|Foreign currency translation adjustments                                      |  |                                | 443     |   |                               |   | 1,282   |      |  |   | 29      |   |  |   | 4,308   |  
|Unrealized gain (loss) on available-for-sale investments, net of income taxes |  |                                | 717     |   |                               |   | (290    | )    |  |   | (1,720  | ) |  |   | (1,881  | )
|                                                                              |  |                                |         |   |                               |   |         |      |  |   |         |   |  |   |         |  
|Comprehensive income                                                          |  | $                              | 34,666  |   |                               | $ | 30,007  |      |  | $ | 87,721  |   |  | $ | 81,836  |  
|                                                                              |  |                                |         |   |                               |   |         |      |  |   |         |   |  |   |         |  
|Net income per share:                                                         |  |                                |         |   |                               |   |         |      |  |   |         |   |  |   |         |  
|Basic                                                                         |  | $                              | 0.08    |   |                               | $ | 0.07    |      |  | $ | 0.22    |   |  | $ | 0.20    |  
|                                                                              |  |                                |         |   |                               |   |         |      |  |   |         |   |  |   |         |  
|Diluted                                                                       |  | $                              | 0.08    |   |                               | $ | 0.07    |      |  | $ | 0.21    |   |  | $ | 0.19    |  
|                                                                              |  |                                |         |   |                               |   |         |      |  |   |         |   |  |   |         |  
|Number of shares used in per share calculations:                              |  |                                |         |   |                               |   |         |      |  |   |         |   |  |   |         |  
|Basic                                                                         |  |                                | 404,690 |   |                               |   | 403,570 |      |  |   | 407,667 |   |  |   | 402,440 |  
|                                                                              |  |                                |         |   |                               |   |         |      |  |   |         |   |  |   |         |  
|Diluted                                                                       |  |                                | 411,100 |   |                               |   | 422,980 |      |  |   | 418,113 |   |  |   | 420,047 |  
|                                                                              |  |                                |         |   |                               |   |         |      |  |   |         |   |  |   |         |  



See accompanying notes
to condensed consolidated financial statements.



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##### Table of Contents

BEA SYSTEMS, INC.



CONDENSED
CONSOLIDATED BALANCE SHEETS



(in thousands)



|                                              |  |                              |           |   |                             |   |           |  
|--------------------------------------------- |  | ---------------------------- | --------- | - | --------------------------- | - | --------- | -
|                                              |  | October 31, 2004 (unaudited) |           |   | January 31, 2004 (audited*) |  
|ASSETS                                        |  |                              |           |   |                             |   |           |  
|Current assets:                               |  |                              |           |   |                             |   |           |  
|Cash and cash equivalents                     |  | $                            | 737,632   |   |                             | $ | 683,729   |  
|Restricted cash                               |  |                              | 1,633     |   |                             |   | 1,583     |  
|Short-term investments                        |  |                              | 848,321   |   |                             |   | 783,288   |  
|Accounts receivable, net                      |  |                              | 205,022   |   |                             |   | 268,526   |  
|Other current assets                          |  |                              | 40,416    |   |                             |   | 32,480    |  
|                                              |  |                              |           |   |                             |   |           |  
|Total current assets                          |  |                              | 1,833,024 |   |                             |   | 1,769,606 |  
|Property and equipment, net                   |  |                              | 349,581   |   |                             |   | 358,497   |  
|Goodwill, net                                 |  |                              | 56,100    |   |                             |   | 56,100    |  
|Acquired intangible assets, net               |  |                              | 6,570     |   |                             |   | 15,997    |  
|Long-term restricted cash                     |  |                              | 4,130     |   |                             |   | 3,880     |  
|Other long-term assets                        |  |                              | 13,176    |   |                             |   | 16,109    |  
|                                              |  |                              |           |   |                             |   |           |  
|Total assets                                  |  | $                            | 2,262,581 |   |                             | $ | 2,220,189 |  
|                                              |  |                              |           |   |                             |   |           |  
|LIABILITIES AND STOCKHOLDERS EQUITY          |  |                              |           |   |                             |   |           |  
|Current liabilities:                          |  |                              |           |   |                             |   |           |  
|Accounts payable                              |  | $                            | 20,284    |   |                             | $ | 18,534    |  
|Accrued facilities consolidation charges      |  |                              | 13,489    |   |                             |   | 9,847     |  
|Accrued payroll and related liabilities       |  |                              | 60,076    |   |                             |   | 61,155    |  
|Accrued income taxes                          |  |                              | 55,103    |   |                             |   | 43,725    |  
|Other accrued liabilities                     |  |                              | 76,332    |   |                             |   | 74,968    |  
|Deferred revenues                             |  |                              | 244,177   |   |                             |   | 273,879   |  
|Accrued liabilities related to land lease     |  |                              |          |   |                             |   | 19,656    |  
|Deferred tax liabilities                      |  |                              |          |   |                             |   | 600       |  
|Current portion of notes payable              |  |                              | 128       |   |                             |   | 493       |  
|                                              |  |                              |           |   |                             |   |           |  
|Total current liabilities                     |  |                              | 469,589   |   |                             |   | 502,857   |  
|Deferred tax liabilities                      |  |                              | 24        |   |                             |   | 1,522     |  
|Notes payable and other long-term obligations |  |                              | 221,078   |   |                             |   | 4,033     |  
|Long-term debt related to land lease          |  |                              |          |   |                             |   | 191,639   |  
|Convertible subordinated notes                |  |                              | 550,000   |   |                             |   | 550,000   |  
|Commitments and contingencies                 |  |                              |           |   |                             |   |           |  
|Stockholders equity:                         |  |                              |           |   |                             |   |           |  
|Common stock                                  |  |                              | 404       |   |                             |   | 408       |  
|Additional paid-in capital                    |  |                              | 1,174,709 |   |                             |   | 1,112,703 |  
|Treasury stock, at cost                       |  |                              | (224,622  | ) |                             |   | (123,303  | )
|Retained earnings (deficit)                   |  |                              | 70,411    |   |                             |   | (19,001   | )
|Deferred compensation                         |  |                              | (7,114    | ) |                             |   | (10,462   | )
|Accumulated other comprehensive income        |  |                              | 8,102     |   |                             |   | 9,793     |  
|                                              |  |                              |           |   |                             |   |           |  
|Total stockholders equity                    |  |                              | 1,021,890 |   |                             |   | 970,138   |  
|                                              |  |                              |           |   |                             |   |           |  
|Total liabilities and stockholders equity    |  | $                            | 2,262,581 |   |                             | $ | 2,220,189 |  
|                                              |  |                              |           |   |                             |   |           |  

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|        |  |                                                                                                                                                                                                                                                                                                
|------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|* Note: |  | The condensed consolidated balance sheet at January 31, 2004 has been derived from the audited consolidated 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.



See accompanying notes
to condensed consolidated financial statements.



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BEA SYSTEMS, INC.



CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS



(in thousands)

(Unaudited)



|                                                                                  |  |                               |          |   |      |   |          |  
|--------------------------------------------------------------------------------- |  | ----------------------------- | -------- | - | ---- | - | -------- | -
|                                                                                  |  | Nine months ended October 31, |         
|                                                                                  |  | 2004                          |          |   | 2003 |  
|Operating activities:                                                             |  |                               |          |   |      |   |          |  
|Net income                                                                        |  | $                             | 89,412   |   |      | $ | 79,409   |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                               |          |   |      |   |          |  
|Depreciation                                                                      |  |                               | 18,823   |   |      |   | 21,778   |  
|Amortization of deferred compensation                                             |  |                               | 3,348    |   |      |   | 6,619    |  
|Amortization of acquired intangible assets                                        |  |                               | 9,426    |   |      |   | 16,861   |  
|Tax benefit from exercise of stock options                                        |  |                               | 20,927   |   |      |   | 14,373   |  
|Facilities consolidation                                                          |  |                               | 7,414    |   |      |   |         |  
|Changes in operating assets and liabilities                                       |  |                               | 32,106   |   |      |   | (1,838   | )
|Other                                                                             |  |                               | 11,312   |   |      |   | 11,356   |  
|                                                                                  |  |                               |          |   |      |   |          |  
|Net cash provided by operating activities                                         |  |                               | 192,768  |   |      |   | 148,558  |  
|                                                                                  |  |                               |          |   |      |   |          |  
|Investing activities:                                                             |  |                               |          |   |      |   |          |  
|Purchases of property and equipment                                               |  |                               | (7,518   | ) |      |   | (14,175  | )
|Payments for acquisitions, net of cash acquired                                   |  |                               | (194     | ) |      |   | (13,616  | )
|Purchases of available-for-sale short-term investments                            |  |                               | (673,074 | ) |      |   | (582,977 | )
|Proceeds from maturities of available-for-sale short-term investments             |  |                               | 192,987  |   |      |   | 63,175   |  
|Proceeds from sales of available-for-sale short-term investments                  |  |                               | 403,923  |   |      |   | 465,478  |  
|Other                                                                             |  |                               | (40      | ) |      |   | 10,937   |  
|                                                                                  |  |                               |          |   |      |   |          |  
|Net cash used in investing activities                                             |  |                               | (83,916  | ) |      |   | (71,178  | )
|                                                                                  |  |                               |          |   |      |   |          |  
|Financing activities:                                                             |  |                               |          |   |      |   |          |  
|Increase in restricted cash for collateral on land lease transaction              |  |                               |         |   |      |   | 126,296  |  
|Repayment of long-term debt related to land lease                                 |  |                               | (210,409 | ) |      |   | (113,983 | )
|Proceeds from notes payable                                                       |  |                               | 215,000  |   |      |   |         |  
|Net proceeds received for employee stock purchases                                |  |                               | 44,836   |   |      |   | 49,586   |  
|Purchases of treasury stock                                                       |  |                               | (101,332 | ) |      |   | (81,089  | )
|                                                                                  |  |                               |          |   |      |   |          |  
|Net cash used in financing activities                                             |  |                               | (51,905  | ) |      |   | (19,190  | )
|                                                                                  |  |                               |          |   |      |   |          |  
|Net increase in cash and cash equivalents                                         |  |                               | 56,947   |   |      |   | 58,190   |  
|Effect of exchange rate changes on cash and cash equivalents                      |  |                               | (3,044   | ) |      |   | 14,765   |  
|Cash and cash equivalents at beginning of period                                  |  |                               | 683,729  |   |      |   | 578,717  |  
|                                                                                  |  |                               |          |   |      |   |          |  
|Cash and cash equivalents at end of period                                        |  | $                             | 737,632  |   |      | $ | 651,672  |  
|                                                                                  |  |                               |          |   |      |   |          |  



See accompanying notes
to condensed consolidated financial statements.



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BEA SYSTEMS, INC.



NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



Note
1.    Basis of Presentation



The
condensed consolidated financial statements included herein are unaudited and reflect all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair presentation of the financial position,
results of operations and cash flows for the interim periods presented. These condensed consolidated financial statements should be read in conjunction with the Consolidated Financial Statements and Notes thereto, together with Managements
Discussion and Analysis of Financial Condition and Results of Operations contained in the BEA Systems, Inc. (BEA or the Company) Annual Report on Form 10-K for the fiscal year ended January 31, 2004. The results of
operations for the three months and nine months ended October 31, 2004 are not necessarily indicative of the results to be anticipated for the entire fiscal year ending January 31, 2005 (Fiscal 2005) or thereafter.



The condensed consolidated financial statements include the amounts of the
Company and all subsidiaries. Intercompany accounts and transactions have been eliminated. The condensed consolidated balance sheet at January 31, 2004 has been derived from the 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.



Use of estimates



The preparation of the financial statements in accordance with generally accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the consolidated financial statements and the accompanying notes. Actual results could differ materially from those estimates.



Revenue recognition



The Company recognizes revenues in accordance with the American Institute of Certified Public Accountants (AICPA) Statement of Position 97-2,
Software Revenue Recognition, as amended. Revenue from software license agreements is recognized when the basic elements of software revenue recognition have been established (i.e. persuasive evidence of an agreement exists, delivery of the product
has occurred, the fee is fixed or determinable, and collection is probable). The Company uses the residual method to recognize revenue when a license agreement includes one or more elements to be delivered at a future date and vendor specific
objective evidence of the fair value of all undelivered elements exists. Under the residual method, the fair value of the undelivered elements is deferred and the remaining portion of the arrangement fee is recognized as revenue. If evidence of the
fair value of one or more undelivered elements does not exist, all revenue is deferred and recognized when delivery of those elements occurs or when fair value can be established.



When licenses are sold together with services, license fees are recognized upon delivery, provided that (1) the basic
elements of software revenue recognition have been met, (2) payment of the license fees is not dependent upon the performance of the services, and (3) the services do not provide significant customization of the software products and are not
essential to the functionality of the software that was delivered. The majority of license fees are sold with services and consequently are recognized in this manner.



If the fee due from the customer is not fixed or determinable, including in certain circumstances where terms are extended,
revenue is recognized as payment is made, assuming all other revenue recognition criteria have been met. In certain regions or countries where collection risk is considered to be high, such as Latin America and certain Asian and Eastern European
countries, revenue is generally recognized only when full cash payment is received from the customer. Revenue arrangements with resellers are generally recognized when the Company receives evidence that the reseller has sold the products to an end
user customer. Revenue from sales to



6



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##### Table of Contents

BEA SYSTEMS, INC.



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)



independent software vendors (ISVs) who embed BEAs products into their software products is recognized either upon shipment to the ISV or
when the Company receives evidence that the ISV has sold the products to an end user customer, depending upon the facts and circumstances and BEAs past experience with the particular ISV. License revenue on a majority of ISV arrangements is
recognized upon shipment to the ISV. None of the Companys resellers or ISVs have rights of return.



Services revenue includes consulting services, customer support and education. Consulting revenue and the related cost of services are generally
recognized using the percentage of completion method based upon time and materials billings. For ixed price consulting contracts, revenues are generally recognized on the completed contract method. The amount of fixed priced consulting contracts has
not been significant to date. Customer support agreements provide technical support and the right to unspecified future upgrades on an if-and-when available basis. Customer support revenue is recognized ratably over the term of the support period
(generally one year) and education revenues are recognized as the related training services are delivered. The unrecognized portion of amounts billed in advance of delivery for services is recorded as deferred revenues.



The Company occasionally purchases software products from vendors who are
also customers of BEA. For contemporaneous exchanges of software products, the transaction is generally recorded on a net basis (i.e., revenue or expense is recognized equal to the net cash exchanged in the transaction).



Accounts receivable



Accounts receivable are stated net of allowances for doubtful accounts. The
Company makes judgments as to its ability to collect outstanding receivables and records allowances when collection becomes doubtful. Allowances are made based upon a review of significant outstanding invoices. For those invoices not reviewed,
allowances are provided based upon a percentage of expected uncollectible accounts. In determining these percentages, the Company analyzes its historical collection experience and current economic trends including such factors as geography and
industry of the customer.



Stock-based compensation



The Company generally grants stock options to its
employees for a fixed number of shares with an exercise price equal to the fair market value of the stock on the date of grant. As permitted under Statement of Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation(FAS 123), as amended by SFAS No. 148 Accounting for Stock-Based CompensationTransition and Disclosure(collectively referred to as SFAS 123), the Company has elected to follow Accounting Principles
Board Opinion No. 25, Accounting for Stock Issued to Employeesand related interpretations in accounting for stock awards to employees. Accordingly, no compensation expense is recognized in the Companys financial statements in
connection with employee stock awards where the exercise price of the award is equal to or greater than the fair market value of the stock on the date of grant. When stock options are granted with an exercise price that is lower than the fair market
value of the stock on the date of grant, the difference is recorded as deferred compensation and amortized to expense on a straight-line basis over the vesting term of the stock options.



Pro forma information regarding net income (loss) and net income (loss) per share is required by FAS 123. This information
is required to be determined as if the Company had accounted for its employee stock options (including shares issued under the Employee Stock Purchase Plan, collectively called stock-based awards), under the fair value method of FAS 123.
Stock-based awards have been valued using the Black-Scholes option pricing model. Among other things, the Black-Scholes model considers the expected volatility of the Companys stock price, determined in accordance with FAS 123, in arriving at
an option valuation.



7



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##### Table of Contents

BEA SYSTEMS, INC.



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)



The fair value of the Companys stock-based awards to employees was estimated assuming no
expected dividends and the following weighted-average assumptions:



|                         |  |                                |  |                               |  |            |  |           
|------------------------ |  | ------------------------------ |  | ----------------------------- |  | ---------- |  | ----------
|                         |  | Employee Stock Options        
|                         |  | Three months ended October 31, |  | Nine months ended October 31,
|                         |  | 2004                           |  | 2003                          |  | 2004       |  | 2003      
|Expected life (in years) |  | 5.0                            |  | 4.0                           |  | 4.0 to 5.0 |  | 4.0       
|Risk-free interest rate  |  | 3.65%                          |  | 3.48%                         |  | 3.65-4.08% |  | 2.87-3.55%
|Expected volatility      |  | 60%                            |  | 50%                           |  | 60-63%     |  | 50-65%    
|                         | 
|                         |  | Employee Stock Purchase Plan  
|                         |  | Three months ended October 31, |  | Nine months ended October 31,
|                         |  | 2004                           |  | 2003                          |  | 2004       |  | 2003      
|Expected life (in years) |  | 0.5 to 2.0                     |  | 0.5 to 2.0                    |  | 0.5 to 2.0 |  | 0.5 to 2.0
|Risk-free interest rate  |  | 1.92-2.86%                     |  | 1.15-2.07%                    |  | 1.22-2.86% |  | 1.15-2.07%
|Expected volatility      |  | 53-59%                         |  | 65%                           |  | 53-59%     |  | 65%       



The Black-Scholes
option-pricing model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions,
including the expected volatility of the stock price. Because the Companys stock-based awards have characteristics significantly different from those of traded options and because changes in the subjective input assumptions can materially
affect the fair value estimates, in the opinion of management, the existing models do not necessarily provide a reliable measure of the fair value of the Companys stock-based awards.



8



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##### Table of Contents

BEA SYSTEMS, INC.



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)



For purposes of pro forma disclosures, the estimated fair value of the stock-based awards is
amortized to expense over the vesting periods of the awards. The pro forma stock-based employee compensation expense has no impact on the Companys cash flows. In the future, the Company may be required, to use a different valuation model,
which could result in a significantly different impact on pro forma net income (loss). For purposes of this reconciliation, the Company adds back to previously reported net income all stock-based employee compensation expense that relates to
acquisitions or to awards made below fair market value, then deducts the pro forma stock-based employee compensation expense determined under the fair value method for all awards. The Companys pro forma information is as follows (in thousands,
except per share amounts):



|                                                                                                      |  |                                |         |   |                               |   |         |      |  |   |          |   |  |   |          |  
|----------------------------------------------------------------------------------------------------- |  | ------------------------------ | ------- | - | ----------------------------- | - | ------- | ---- |  | - | -------- | - |  | - | -------- | -
|                                                                                                      |  | Three months ended October 31, |         |   | Nine months ended October 31, |  
|                                                                                                      |  | 2004                           |         |   | 2003                          |   |         | 2004 |  |   | 2003     |  
|Net income as reported                                                                                |  | $                              | 33,506  |   |                               | $ | 29,015  |      |  | $ | 89,412   |   |  | $ | 79,409   |  
|Add back:                                                                                             |  |                                |         |   |                               |   |         |      |  |   |          |   |  |   |          |  
|Stock-based employee compensation expense included in reported net income                             |  |                                | 2,013   |   |                               |   | 1,928   |      |  |   | 5,373    |   |  |   | 5,762    |  
|Less:                                                                                                 |  |                                |         |   |                               |   |         |      |  |   |          |   |  |   |          |  
|Total stock-based employee compensation expense determined under the fair value method for all awards |  |                                | (31,493 | ) |                               |   | (42,712 | )    |  |   | (101,251 | ) |  |   | (133,106 | )
|                                                                                                      |  |                                |         |   |                               |   |         |      |  |   |          |   |  |   |          |  
|Pro forma net income (loss)                                                                           |  | $                              | 4,026   |   |                               | $ | (11,769 | )    |  | $ | (6,466   | ) |  | $ | (47,935  | )
|                                                                                                      |  |                                |         |   |                               |   |         |      |  |   |          |   |  |   |          |  
|Net income per share as reported                                                                      |  |                                |         |   |                               |   |         |      |  |   |          |   |  |   |          |  
|Basic                                                                                                 |  | $                              | 0.08    |   |                               | $ | 0.07    |      |  | $ | 0.22     |   |  | $ | 0.20     |  
|                                                                                                      |  |                                |         |   |                               |   |         |      |  |   |          |   |  |   |          |  
|Diluted                                                                                               |  | $                              | 0.08    |   |                               | $ | 0.07    |      |  | $ | 0.21     |   |  | $ | 0.19     |  
|                                                                                                      |  |                                |         |   |                               |   |         |      |  |   |          |   |  |   |          |  
|Pro forma net income (loss) per share                                                                 |  |                                |         |   |                               |   |         |      |  |   |          |   |  |   |          |  
|Basic                                                                                                 |  | $                              | 0.01    |   |                               | $ | (0.03   | )    |  | $ | (0.02    | ) |  | $ | (0.12    | )
|                                                                                                      |  |                                |         |   |                               |   |         |      |  |   |          |   |  |   |          |  
|Diluted                                                                                               |  | $                              | 0.01    |   |                               | $ | (0.03   | )    |  | $ | (0.02    | ) |  | $ | (0.11    | )
|                                                                                                      |  |                                |         |   |                               |   |         |      |  |   |          |   |  |   |          |  



Consistent with FAS 109 and the
Companys recognition of its deferred tax assets, the reconciliation above does not include any tax impact on the stock-based employee compensation expense as the resulting deferred tax asset would be offset by an additional valuation
allowance.



Projects funded by third parties



The Company occasionally enters into product development agreements with
third parties that provide funding to BEA, which is intended by BEA and the third party to offset certain operating costs incurred by BEA. Such amounts are recorded as a reduction in BEAs operating expenses. During the nine months ended
October 31, 2004 and 2003, approximately $7.5 million and $9.6 million, respectively, of third party funding was recorded as a reduction in operating expenses.



Recent Accounting Pronouncements



On March 31, 2004 the Financial Accounting Standards Board (FASB) issued its exposure draft, Share-Based Payments, which is a
proposed amendments to SFAS 123. The exposure draft would require all share-based payments to employees, including grants of employee stock options and purchases under employee stock purchase plans, to be recognized in the statement of operations
based on their fair value. The FASB expects to issue a final standard late in 2004 that would be effective for public companies for interim and annual periods beginning after June 15, 2005. We have not yet assessed the impact of adopting this new
standard.



9



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##### Table of Contents

BEA SYSTEMS, INC.



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)



Note 2.    Related Party Transactions



Loans to executives and officers



We have secured notes receivable from two executives totaling approximately
$1.4 million as of October 31, 2004 and as of January 31, 2004. These notes originated prior to June 30, 2002 and are secured by deeds of trust on real property. They bear interest of 4.75 percent and 7 percent per annum, respectively, and are due
and payable on April 3, 2006 and May 10, 2007, respectively, or upon the termination of employment with us. The notes may be repaid at anytime prior to the due date.



In September 1999, the Company issued an unsecured line of credit to Alfred Chuang, our Chief Executive Officer, in the
amount of $5.0 million. No borrowings were outstanding under this line of credit at October 31, 2004 or January 31, 2004.



Common board members or executive officers



We occasionally sell software products or services to companies that have board members or executive officers that are also on our Board of Directors. The
total revenues recognized by us from such customers in the nine months ended October 31, 2004 and 2003 were insignificant.



Note 3.    Net Income Per Share



Basic net income per share is computed based on the weighted average number of shares of the Companys common stock less the weighted average number
of shares subject to repurchase and held in escrow. Diluted net income per share is computed based on the weighted average number of shares of the Companys common stock and common equivalent shares (using the treasury stock method for stock
options and using the if-converted method for convertible notes), if dilutive.



The following is a reconciliation of the numerators and denominators of the basic and diluted net income per share computations (in thousands, except per share data):



|                                                                                |  |                                |         |   |                               |   |         |      |  |   |         |   |  |   |         |  
|------------------------------------------------------------------------------- |  | ------------------------------ | ------- | - | ----------------------------- | - | ------- | ---- |  | - | ------- | - |  | - | ------- | -
|                                                                                |  | Three months ended October 31, |         |   | Nine months ended October 31, |  
|                                                                                |  | 2004                           |         |   | 2003                          |   |         | 2004 |  |   | 2003    |  
|Numerator:                                                                      |  |                                |         |   |                               |   |         |      |  |   |         |   |  |   |         |  
|Numerator for basic and diluted net income per share:                           |  |                                |         |   |                               |   |         |      |  |   |         |   |  |   |         |  
|Net income                                                                      |  | $                              | 33,506  |   |                               | $ | 29,015  |      |  | $ | 89,412  |   |  | $ | 79,409  |  
|                                                                                |  |                                |         |   |                               |   |         |      |  |   |         |   |  |   |         |  
|Denominator:                                                                    |  |                                |         |   |                               |   |         |      |  |   |         |   |  |   |         |  
|Denominator for basic net income per share:                                     |  |                                |         |   |                               |   |         |      |  |   |         |   |  |   |         |  
|Weighted average shares outstanding                                             |  |                                | 404,986 |   |                               |   | 403,866 |      |  |   | 407,880 |   |  |   | 402,722 |  
|Weighted average shares subject to repurchase and shares held in escrow         |  |                                | (296    | ) |                               |   | (296    | )    |  |   | (213    | ) |  |   | (282    | )
|                                                                                |  |                                |         |   |                               |   |         |      |  |   |         |   |  |   |         |  
|Denominator for basic net income per share, weighted average shares outstanding |  |                                | 404,690 |   |                               |   | 403,570 |      |  |   | 407,667 |   |  |   | 402,440 |  
|Weighted average dilutive potential common shares:                              |  |                                |         |   |                               |   |         |      |  |   |         |   |  |   |         |  
|Options and shares subject to repurchase and shares held in escrow              |  |                                | 6,410   |   |                               |   | 19,410  |      |  |   | 10,446  |   |  |   | 17,607  |  
|                                                                                |  |                                |         |   |                               |   |         |      |  |   |         |   |  |   |         |  
|Denominator for diluted net income per share                                    |  |                                | 411,100 |   |                               |   | 422,980 |      |  |   | 418,113 |   |  |   | 420,047 |  
|                                                                                |  |                                |         |   |                               |   |         |      |  |   |         |   |  |   |         |  
|Basic net income per share                                                      |  | $                              | 0.08    |   |                               | $ | 0.07    |      |  | $ | 0.22    |   |  | $ | 0.20    |  
|                                                                                |  |                                |         |   |                               |   |         |      |  |   |         |   |  |   |         |  
|Diluted net income per share                                                    |  | $                              | 0.08    |   |                               | $ | 0.07    |      |  | $ | 0.21    |   |  | $ | 0.19    |  
|                                                                                |  |                                |         |   |                               |   |         |      |  |   |         |   |  |   |         |  



10



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##### Table of Contents

BEA SYSTEMS, INC.



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)



The computation of diluted net income per share for the three months ended October 31, 2004 and 2003
excludes the impact of options to purchase 54.6 million and 18.2 million shares of common stock, respectively, and the conversion of the $550 million 4% Convertible Subordinated Notes due December 15, 2006 (the 2006 Notes) which are
convertible into 15.9 million shares of common stock at both October 31, 2004 and 2003, as such impact would be anti-dilutive for these periods.



The computation of diluted net income per share for the nine months ended October 31, 2004 and 2003 excludes the impact of options to purchase 41.1
million and 28.5 million shares of common stock, respectively, and the conversion of the 2006 Notes which are convertible into 15.9 million shares of common stock at both October 31, 2004 and 2003, as such impact would be anti-dilutive for these
periods.



Note 4.    Property and Equipment



Property and equipment consist of the following (in
thousands):



|                                             |  |                  |          |   |                  |   |          |  
|-------------------------------------------- |  | ---------------- | -------- | - | ---------------- | - | -------- | -
|                                             |  | October 31, 2004 |          |   | January 31, 2004 |  
|Land                                         |  | $                | 306,601  |   |                  | $ | 306,388  |  
|Computer hardware and software               |  |                  | 84,136   |   |                  |   | 77,698   |  
|Furniture and equipment                      |  |                  | 34,170   |   |                  |   | 33,342   |  
|Leasehold improvements                       |  |                  | 41,829   |   |                  |   | 42,677   |  
|Furniture and equipment under capital leases |  |                  | 3,164    |   |                  |   | 1,538    |  
|                                             |  |                  |          |   |                  |   |          |  
|                                             |  |                  | 469,900  |   |                  |   | 461,643  |  
|Accumulated depreciation and amortization    |  |                  | (120,319 | ) |                  |   | (103,146 | )
|                                             |  |                  |          |   |                  |   |          |  
|                                             |  | $                | 349,581  |   |                  | $ | 358,497  |  
|                                             |  |                  |          |   |                  |   |          |  



Note
5.    Acquired Intangible Assets



The
following tables provide a summary of the carrying amounts of acquired intangible assets that will continue to be amortized and exclude amounts originally allocated to assembled workforce (in thousands):



|                       |  |                       |         |                          |   |          |                     |  |   |       
|---------------------- |  | --------------------- | ------- | ------------------------ | - | -------- | ------------------- |  | - | ------
|                       |  | October 31, 2004     
|                       |  | Gross carrying amount |         | Accumulated amortization |   |          | Net carrying amount
|Purchased technology   |  | $                     | 120,936 |                          | $ | (114,741 | )                   |  | $ | 6,195 
|Non-compete agreements |  |                       | 26,745  |                          |   | (26,370  | )                   |  |   | 375   
|                       |  |                       |         |                          |   |          |                     |  |   |       
|Total                  |  | $                     | 147,681 |                          | $ | (141,111 | )                   |  | $ | 6,570 
|                       |  |                       |         |                          |   |          |                     |  |   |       
|                       | 
|                       |  | January 31, 2004     
|                       |  | Gross carrying amount |         | Accumulated amortization |   |          | Net carrying amount
|Purchased technology   |  | $                     | 120,936 |                          | $ | (105,914 | )                   |  | $ | 15,022
|Non-compete agreements |  |                       | 26,745  |                          |   | (25,770  | )                   |  |   | 975   
|                       |  |                       |         |                          |   |          |                     |  |   |       
|Total                  |  | $                     | 147,681 |                          | $ | (131,684 | )                   |  | $ | 15,997
|                       |  |                       |         |                          |   |          |                     |  |   |       



11



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##### Table of Contents

BEA SYSTEMS, INC.



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)



The total expected future amortization related to acquired intangible assets as of October 31, 2004
is provided in the table below (in thousands):



|                                                    |  |                     |      
|--------------------------------------------------- |  | ------------------- | -----
|                                                    |  | Future amortization
|Three months ending January 31, 2005                |  | $                   | 3,049
|Fiscal year ending January 31, 2006 (Fiscal 2006) |  |                     | 3,521
|                                                    |  |                     |      
|Total                                               |  | $                   | 6,570
|                                                    |  |                     |      



Note
6.    Facilities Consolidation Charges



During the fiscal year ended January 31, 2002 (Fiscal 2002), the Company approved a plan to consolidate certain facilities in the United States, Canada, and Germany. The Company recorded a facilities consolidation charge of
$20.0 million based on the remaining future lease commitments for vacant facilities, net of estimated future sublease income. During the first quarter of fiscal 2005, the Company approved a plan to consolidate certain facilities in regions including
the United States and Canada. A facilities consolidation charge of $7.7 million was recorded and was comprised of $6.9 million related to future lease commitments and $0.8 million of leasehold improvement write-offs. The $6.9 million of future lease
commitments was calculated based on managements best estimates and the present value of the remaining future lease commitments for vacant facilities, net of the present value of the estimated future sublease income. During the second quarter
of fiscal 2005 an additional charge $0.5 million was accrued in association with the facilities consolidation recorded in Fiscal 2002. This additional expense was recorded due to reassessment of original estimates of costs of abandoning the leased
facilities compared to the actual results and future estimates. If the Company was unable to receive any of its estimated but uncommitted sublease income in the future, the total charge would be approximately $6.2 million. The estimated costs of
abandoning leased facilities, including estimated costs to sublease, were based on market information and trend analyses, including information obtained from third party real estate industry sources.



12



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##### Table of Contents

BEA SYSTEMS, INC.



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)



As a result of these consolidation activities, at October 31, 2004, $13.5 million of lease
termination costs remained accrued, net of anticipated sublease income. These accrued costs are expected to be fully expended by fiscal 2012. If actual circumstances prove to be materially different than the amounts management has estimated, the
Companys total charges for these vacant facilities could be significantly higher. Adjustments to the facilities consolidation charge will be made in future periods, if necessary, based upon then current actual events and circumstances. The
following table summarizes the charges in Fiscal 2002 and fiscal 2005, and the activity related to the facilities consolidation liability during the fiscal year ended January 31, 2003 (Fiscal 2003), the fiscal year ended January 31, 2004
(Fiscal 2004), and the nine months ended October 31, 2004 (in thousands):



|                                                                                             |  |                          |        |  
|-------------------------------------------------------------------------------------------- |  | ------------------------ | ------ | -
|                                                                                             |  | Facilities consolidation |       
|Charges accrued during Fiscal 2002 included in operating expenses                            |  | $                        | 20,000 |  
|Write-off of leasehold improvements during Fiscal 2002                                       |  |                          | (2,152 | )
|Cash payments during Fiscal 2002                                                             |  |                          | (1,447 | )
|                                                                                             |  |                          |        |  
|Accrued at January 31, 2002                                                                  |  |                          | 16,401 |  
|Cash payments during Fiscal 2003                                                             |  |                          | (3,784 | )
|                                                                                             |  |                          |        |  
|Accrued at January 31, 2003                                                                  |  |                          | 12,617 |  
|Cash payments during Fiscal 2004                                                             |  |                          | (2,770 | )
|                                                                                             |  |                          |        |  
|Accrued at January 31, 2004                                                                  |  |                          | 9,847  |  
|Charges accrued during the nine months ended October 31, 2004 included in operating expenses |  |                          | 8,174  |  
|Write-off of leasehold improvements during the nine months ended October 31, 2004            |  |                          | (760   | )
|Cash payments during the nine months ended October 31, 2004                                  |  |                          | (3,772 | )
|                                                                                             |  |                          |        |  
|Accrued at October 31, 2004                                                                  |  | $                        | 13,489 |  
|                                                                                             |  |                          |        |  



Note
7.    Notes Payable and Other Obligations



In October 2004, BEA entered into a four year revolving credit facility with Keybank National Association, as administrative agent, and various other lenders (the Credit Agreement) and borrowed $215.0 million under the Credit
Agreement in order to, among other things, pay off and terminate the long term debt related to the land lease of $211.7 million (of which $20.1 was recorded as accrued liabilities related to the land lease and $191.6 million was recorded as long
term debt related to the land lease on our balance sheet as of July 31, 2004). The termination of the long term debt related to the land lease did not result in any material termination penalties.



The Credit Agreement accrues interest based on the London Interbank Offering
Rate (LIBOR) or a prime-based rate, plus a margin based on the Companys leverage ratio, determined quarterly. The effective annual interest rate was approximately 3.2 percent as of October 31 2004. Interest payments are made in
cash at intervals ranging from thirty days to twelve months, as elected by us. In connection with the Credit Agreement, the Company must maintain certain covenants, including liquidity, leverage ratios as well as minimum cash balance requirements.
As of October 31, 2004, the Company is in compliance with all financial covenants.



13



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##### Table of Contents

BEA SYSTEMS, INC.



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)



Note 8.    Accumulated Other Comprehensive Income



The components of accumulated other comprehensive income are as follows (in
thousands):



|                                                                            |  |                  |        |   |                  |   |      
|--------------------------------------------------------------------------- |  | ---------------- | ------ | - | ---------------- | - | -----
|                                                                            |  | October 31, 2004 |        |   | January 31, 2004
|Foreign currency translation adjustments                                    |  | $                | 9,548  |   |                  | $ | 9,519
|Unrealized gain (loss) on available-for-sale investments, net of income tax |  |                  | (1,446 | ) |                  |   | 274  
|                                                                            |  |                  |        |   |                  |   |      
|Total accumulated other comprehensive income                                |  | $                | 8,102  |   |                  | $ | 9,793
|                                                                            |  |                  |        |   |                  |   |      



Note
9.    Common Stock and Treasury Stock



During the three months ended October 31, 2004, the Company issued 1.7 million shares of common stock and received $13.2 million in proceeds resulting from the exercise of employee stock options and purchases under the employee stock
purchase plan.



During the nine months ended October 31, 2004,
the Company issued 7.5 million shares of common stock and received $44.8 million in proceeds resulting from the exercise of employee stock options and purchases under the employee stock purchase plan.



The Company recorded a tax benefit from stock options of $7.0 million and
$5.8 million for the three months ended October 31, 2004 and 2003, respectively. The Company recorded a tax benefit from stock options of $20.9 million and $22.5 million in the nine months ended October 31, 2004 and 2003, respectively.



In September 2001, March 2003 and May 2004, the Board of Directors
approved an aggregate repurchase of up to $400.0 million of the Companys common stock under a share repurchase program (the Share Repurchase Program). An insignificant number of shares were repurchased in Fiscal 2002. In Fiscal
2003, 6.9 million shares were repurchased at a total cost of approximately $42.1 million. In Fiscal 2004, an additional 8.0 million shares were repurchased at a total cost of approximately $81.2 million. In the three and nine months ended October
31, 2004, 9.0 and 13.8 million shares were repurchased at a total cost of $61.2 and $101.3 million, respectively, leaving approximately $175.4 million of the approval limit available for share repurchases under the Share Repurchase Program.



Note 10.    Commitments and Contingencies



Litigation and other claims



Beginning on June 9, 2004, several purported Company shareholder class
action complaints were filed in the United States District Court for the Northern District of California against the Company and several of our officers. The actions were purportedly brought on behalf of purchasers of our publicly-traded securities
from November 13, 2003 through May 13, 2004 (the Class Actions). The consolidated complaint filed by the lead plaintiff generally alleges that defendants made false statements about our operating results and business, while concealing
material information. The plaintiffs seek unspecified monetary damages. Beginning on June 15, 2004, several derivative lawsuits were filed by purported Company shareholders in the United States District Court for the Northern District of California
and the Superior Court of California, Santa Clara County. The complaints name certain of the Companys present and former officers and directors as defendants and name the Company as a nominal defendant. These complaints are based on the same
facts and



14



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##### Table of Contents

BEA SYSTEMS, INC.



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)



circumstances as the Class Actions and generally allege that the named directors and offices breached their fiduciary duties to the Company. The state court
actions have been stayed pending the outcome of the federal action. Notice of these matters has been given to our insurers.



The Company is also subject to legal proceedings and other claims that arise, such as those arising from intellectual property disputes, domestic and
foreign tax matters, and employee-related matters, in the ordinary course of its business. In 2003, Software AG and its domestic subsidiary filed a complaint against us in the United States District Court for the District of Delaware alleging that
certain of our products, including WebLogic Server, WebLogic Integration and WebLogic Workshop infringe U.S. Patent No. 5,329,619 held by Software AG and its domestic subsidiary. Software AGs complaint sought unspecified monetary damages and
an injunction against infringement. In 2003, we counterclaimed against Software AG requesting a declaratory judgment of noninfringement, invalidity and inequitable conduct by Software AG. In addition, on September 9, 2004, a Markman hearing was
held. A trial date of May 2, 2005 has been set.



While
management currently believes the amount of ultimate liability, if any, with respect to these actions will not materially affect the Companys financial position, results of operations, or liquidity, the ultimate outcome of any litigation or
claim is uncertain, and the impact of an unfavorable outcome could be material to the Company.



On November 29, 2004, we filed a complaint against Software AG and Software AG, Inc. in the United States District Court for the Eastern District of Virginia alleging that certain products of Software AG and Software
AG, Inc. infringe US. Patent No. 6,115,744 held by us.



Warranties and indemnification



The Company
generally provides a warranty for its software products and services to its customers and accounts for its warranties under Statement of Financial Accounting Standards No. 5, Accounting for Contingencies(FAS 5). The
Companys products are generally warranted to perform substantially as described in the associated product documentation for a period of 90 days. The Companys services are generally warranted to be performed consistent with industry
standards for a period of 90 days from delivery. In the event there is a failure under such warranties, the Company generally is obligated to correct the product or service to conform to the warranty provision or, if the Company is unable to do so,
the customer is entitled to seek a refund of the purchase price of the product or service. The Company has not provided for a warranty accrual as of October 31, 2004 or January 31, 2004. To date, the Companys warranty expense has not been
significant.



The Company generally agrees to indemnify its
customers against legal claims that the Companys software products infringe certain third-party intellectual property rights and accounts for its indemnification obligations under FAS 5. In the event of such a claim, the Company is generally
obligated to defend its customer against the claim and to either settle the claim at the Companys expense or pay damages that the customer is legally required to pay to the third-party claimant. In addition, in the event of an infringement,
the Company agrees to modify or replace the infringing product, or, if those options are not reasonably possible, to refund the cost of the software, as pro-rated over a three-year period. To date, the Company has not been required to make any
payment resulting from infringement claims asserted against its customers. The Company has not recorded a liability for infringement costs as of October 31, 2004 or January 31, 2004.



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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 BEA Systems, Inc. (referred to herein as
we, us, BEA or the Company) 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 Annual Report on Form 10-K for the year ended January 31, 2004, and subsequent filings with the Securities and Exchange Commission (the SEC). This quarterly report on Form 10-Q
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, including statements using terminology such as may,
will, expects, plans, anticipates, goals, estimates, potential, or continue, or the negative thereof or other comparable terminology regarding beliefs,
plans, expectations or intentions regarding the future. Forward-looking statements include statements regarding: assumptions underlying the calculation of fair values of stock-based awards; future amortization of acquired intangible assets;
facilities consolidation charges; the utilization of lease termination costs; future adjustments to facilities consolidation charges; any recovery in a derivative suit; the amount of ultimate liability of any litigation; seasonality of orders and
sales in the first quarter of a fiscal year; the effects of implemented changes in our Americas sales, services, marketing and distribution organizations; completion of structural changes in the Americas sales organizations; the development of
further integration technologies and features; the investment in programs and strategies to attract developers using non-Java platforms; the continuation of growth through acquisitions; the trend toward increased high dollar transactions; future
amortization expenses associated with intangible assets; the belief that a significant level of research and development is required to remain competitive; the anticipation that substantial resources will be committed to product development and
engineering; valuation allowances; repayment of notes in cash on the maturity date of December 15, 2006; significant cash and/or financing resources needed to develop land; the estimate and fluctuation of interest payments; sufficiency of existing
cash; fluctuation of revenues and operating results; continued investment in and enhancement of WebLogic Platform 8.1 and other new products; the continuation of certain products accounting for a majority of revenue; the need to train the VARs we
signed in the second and third quarter of fiscal 2005; the objectives of the new worldwide field operations organization; the dependence on continued expansion of international operations; the dependence on successfully maintaining existing
relationships and further establishing and expanding relationships; the intention to seek distribution arrangements with additional ISVs; the need to expand our relationships with third parties in order to support license revenue growth; the
dependence on our ability to attract and retain highly skilled personnel; the intention to expand our global organization; the dependence on our ability to timely and effectively enhance existing products, respond to changing customer requirements
and develop and introduce new products; continued adoption of Java technologies; strategic partners ability to integrate their software with ours; the dependence on acceptance of our products by certain customers; the dependence on continued
growth in the use of the Web to run software applications; the dependence on continued growth in the number of companies extending their mainframe-based applications to the Internet; the intention to make additional acquisitions in the future; the
effects of accounting standards; the dependence on our proprietary technology; the need to continue to improve our operational, financial, disclosure and management controls, reporting systems and procedures and information technology
infrastructure; the update of our management information systems to integrate financial and other reporting; an increase in staff and improvement in financial reporting and controls; the development and roll out of information technology
initiatives; the dependence on future performance to meet our debt service obligations; and the requirement of substantial amounts of cash to fund scheduled payments of principal and interest on our indebtedness, future capital expenditures,
payments on our operating leases and any increased working capital requirements. These forward-looking statements involve important factors that could cause actual results to differ materially from those in the forward-looking statements. These
important factors include, but are not limited to, those described under the headings Effect of New Accounting Pronouncements and Risk Factors that May Impact Future Operating Results, as well as risks described immediately
prior to or following some forward-looking statements. All forward-looking statements and risk factors included in this document are made as of the date hereof, based on information available to us as of the date thereof, and we assume no obligation
to update any forward-looking statement or risk factor.



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Overview



BEA® is a world leader in enterprise infrastructure software. Our WebLogic® Enterprise Platform delivers a highly reliable, scalable software infrastructure for customers to bring new services to market quickly, to lower
operational costs by automating processes, and to automate relationships with suppliers and distributors. The BEA WebLogic Enterprise Platform consists of BEA WebLogic Server, the worlds leading Java 2 Enterprise Edition (J2EE) application server, which includes security, management, development and
deployment features, as well as support for Web services protocols; BEA WebLogic Integration, a standards-based solution for application integration, business process management, business-to-business integration and Web services; BEA WebLogic Portal, an infrastructure for building and deploying robust personalized enterprise
portals; BEA Liquid Data for WebLogic, a solution
for providing information integration and data aggregation from various sources in distributed computer systems; BEA WebLogic Workshop, a unified, services-oriented development environment for Java and Web applications, Web services, data and application integration, business
processes, and portals; BEA WebLogic JRockit JVM,
a server-centric Java Virtual Machine (JVM); BEA WebLogic Enterprise Security, an application security infrastructure solution; and BEA Tuxedo, a proven transaction processing platform for mission-critical, large-scale and high-volume distributed enterprise applications. Our products are marketed and sold worldwide primarily
through our direct sales force, and also through systems integrators (SIs), independent software vendors (ISVs), value-added resellers (VARs) and hardware vendors that are our partners and distributors. Our
products have been adopted in a wide variety of industries, including telecommunications, commercial and investment banking, securities trading, government, manufacturing, retail, airlines, package delivery, pharmaceuticals and insurance. The BEA
WebLogic Enterprise Platform provides application infrastructure for building and deploying distributed, integrated information technology (IT) environments, allowing customers to integrate private client/server networks, the Internet,
intranets, extranets, virtual private networks, and mainframe and legacy systems as system components. Our products serve as a platform, integration tool or portal framework for applications such as billing, provisioning, customer service,
electronic funds transfers, ATM networks, securities trading and settlement, online banking, Internet sales, inventory management, supply chain management, enterprise resource planning, scheduling and logistics, and hotel, airline and rental car
reservations. Licenses for our products are typically priced on a per-central processing unit basis, but we also offer licenses priced on other metrics.



Seasonality.    Our first quarter sales are typically lower than sales in the immediately preceding fourth quarter because many
of our customers begin a new fiscal year on January 1 and it is common for capital expenditures to be lower early in an organizations fiscal year. Our commission structure and other sales incentives also tend to result in fewer sales in the
first quarter than in the fourth quarter. We anticipate that the negative impact of seasonality on our first quarter will continue.



Investment in Distribution.    In the first quarter of fiscal 2005, we implemented changes in our Americas distribution
organization. These changes included signing relationships with a value-added distributor and several value-added resellers (VARs), creating a new general accounts region within our Americas sales organization in part to coordinate our
efforts with the VARs, reassigning personnel to staff this newly created general accounts region, transitioning customer relationships for these reassigned personnel, transitioning customer accounts to be focused on by the general accounts region
and the VARs, moving the location of our telesales organization, and hiring a significant number of new employees in the Americas sales organization. We believe these changes disrupted the sales process in our first quarter of our fiscal 2005 more
than we anticipated, and contributed significantly to reducing our revenue in North America in the first quarter. We currently believe the structural changes have been substantially completed, and that the changes have been substantially integrated
by the sales force. However, the adverse impact of these changes could continue. For example, it may take more time to transition customer relationships, to train the new personnel and to train the VARs signed in the first quarter of fiscal 2005. We
also need to train the VARs signed in the second and third quarters of fiscal 2005. In addition, after the close of the second quarter, BEA announced the creation of a new worldwide field operations organization. This new organization is responsible
for all of BEAs worldwide sales, services and marketing functions. The objective of this new organization is to improve BEAs operations and ability to serve customers by improving coordination among our sales, services and marketing
teams. However, creation of this



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organization changed a variety of reporting relationships, and may cause disruption, especially in the near term. In addition, after the end of our third
quarter, the Executive Vice President of our worldwide field operations organization streamlined the sales organization by having the heads of the sales regions (Americas, EMEA and APAC) report directly to him. Based in part on this potential
disruption and the adverse impact on our revenue resulting from the disruptions we experienced in our first quarter of our fiscal 2005, we believe that there is a risk that the ongoing impact of these changes to our Americas sales, services,
marketing and distribution organizations could negatively impact our operating results in our second half of our fiscal 2005 and beyond.



Investment in Platform Product.    In the fall of 2001, we announced a new focus on a platform approach. Primarily known as an
application server provider, our platform strategy converged application server, integration, portal, security, development and deployment tools, and operations, administration and management into a single product offering. Our approach was to unify
these technologies into a single code base, with a single installation, single development and deployment environment and single management console. Delivering a platform product required significant research and development investment in areas that
were relatively new to us, such as security, integration and tools, and also required significant investment in research and development in order to unify various technologies into a single code base. Selling and marketing a platform product also
requires significant investment in marketing to educate customers and prospects, and significant investment to educate our sales force. One goal of the platform approach is to sell more broadly inside customer organizations, and also to sell at
higher levels in the customer organizations. This approach may have the effect of lengthening sales cycles and increasing deal sizes, both of which make it harder to predict the timing and size of large deals. We released our BEA WebLogic
Platform 8.1 product in July 2003, and are
actively working on the transitions inside the sales force, product market and customer base.



Investment in Integration Technologies.    In the spring of 2001, we announced a new focus on developing products to address the integration market. To address this market, we introduced BEA
WebLogic Integration in July 2001, and a series of BEA branded, sold and supported adapters in August 2002. We also partner with complementary technology providers to supplement our integration solutions. In addition, we continue to develop further
integration technologies and features, both inside the WebLogic Integration product and in the other elements of the WebLogic Enterprise Platform. Our strategy for the integration market is characterized by three approaches that we believe are
different than how the market was previously being addressed: (i) a standards based approach, built on the J2EE messaging and connectivity standards, in contrast to other vendors proprietary approaches; (ii) using the application server to
provide essential capabilities and underlying services, such as scalability and transaction processing, in contrast to the messaging approaches offered by most other integration vendors; and (iii) providing Web services support, business process
management, business-to-business integration, application integration, information integration, development tools and a run-time framework all in a single tightly integrated platform product, rather than providing them as separate products with
separate tools and separate deployment frameworks. Some of our competitors in the integration market have recently announced a variety of initiatives similar to one or more of these approaches.



Investment in Developer Programs.    Our products
are a platform for Java application development and deployment, both packaged applications built and sold by ISVs and custom applications built by our customers and SI partners. Success in a platform market requires that a large number of developers
are trained on and actively using our platform. As a result, we have made a substantial investment in building programs to attract and retain Java developers. In addition, BEA WebLogic Workshop is designed to allow developers who are not trained in
Java, such as developers who primarily use Visual Basic, Power Builder or COBOL, to quickly and easily become productive in Java and on the BEA WebLogic Platform. As a result, we are investing in programs to go beyond the current community of Java
developers and attract developers currently using non-Java platforms. There can be no assurance that our investment in these programs will be successful.



Investment in Solutions.    We have historically sold a platform on which customers implement a solution. Over time, we have
observed several solutions that are commonly adopted. Recently, we have begun programs to develop pre-packaged solutions that can be sold on top of our platform. Typically, this approach has involved our



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products, our consulting organization, products provided by our ISV partners (such as content management and Web services management), and implementation
work done by our SI partners. In addition, this approach has required marketing, training and sales enablement programs. We anticipate that our solutions are targeted to areas of market interest, such as employee and customer self-service portals
and telecommunications service delivery platforms. However, there can be no assurance that our program to package, market, sell and implement such solutions will be successful.



Acquisitions.    Throughout our history, we have acquired product lines, development teams,
distributors and companies to expand our business. Our strategy is to continue to grow our business through acquisitions. Our acquisition strategy is focused primarily on using cash or stock to purchase development teams or technologies to add
features or products that complement or expand our products.



Critical
Accounting Policies



There have been no significant
changes in our critical accounting policies during the quarter ended October 31, 2004 as compared to our previous disclosures in Managements Discussion and Analysis of Financial Condition and Results of Operations included in our Annual
Report on Form 10-K for the fiscal year ended January 31, 2004.



Results of
Operations



The following table sets forth certain line
items in BEAs consolidated statements of income as a percentage of total revenues for the three and nine months ended October 31, 2004 and 2003.



|                                           |  |                               |    |  |                              |    |  |       |    |  |       |   
|------------------------------------------ |  | ----------------------------- | -- |  | ---------------------------- | -- |  | ----- | -- |  | ----- | --
|                                           |  | Three monthsended October 31, |    |  | Nine monthsended October 31, |   
|                                           |  | 2004                          |    |  | 2003                         |    |  | 2004  |    |  | 2003  |   
|Revenues:                                  |  |                               |    |  |                              |    |  |       |    |  |       |   
|License fees                               |  | 43.5                          | %  |  | 50.9                         | %  |  | 44.5  | %  |  | 51.5  | % 
|Services                                   |  | 56.5                          | %  |  | 49.1                         | %  |  | 55.5  | %  |  | 48.5  | % 
|                                           |  |                               |    |  |                              |    |  |       |    |  |       |   
|Total revenues                             |  | 100.0                         | %  |  | 100.0                        | %  |  | 100.0 | %  |  | 100.0 | % 
|Cost of revenues:                          |  |                               |    |  |                              |    |  |       |    |  |       |   
|Cost of license fees (1)                   |  | 5.5                           | %  |  | 5.0                          | %  |  | 5.4   | %  |  | 5.0   | % 
|Cost of services (1)                       |  | 32.0                          | %  |  | 37.7                         | %  |  | 32.8  | %  |  | 39.6  | % 
|Amortization of acquired intangible assets |  | 1.2                           | %  |  | 2.4                          | %  |  | 1.2   | %  |  | 2.3   | % 
|                                           |  |                               |    |  |                              |    |  |       |    |  |       |   
|Total cost of revenues                     |  | 21.7                          | %  |  | 23.4                         | %  |  | 21.8  | %  |  | 24.1  | % 
|                                           |  |                               |    |  |                              |    |  |       |    |  |       |   
|Gross margin                               |  | 78.3                          | %  |  | 76.6                         | %  |  | 78.2  | %  |  | 75.9  | % 
|Operating expenses:                        |  |                               |    |  |                              |    |  |       |    |  |       |   
|Sales and marketing                        |  | 36.6                          | %  |  | 37.7                         | %  |  | 37.6  | %  |  | 38.3  | % 
|Research and development                   |  | 14.0                          | %  |  | 13.6                         | %  |  | 13.8  | %  |  | 14.1  | % 
|General and administrative                 |  | 8.9                           | %  |  | 7.5                          | %  |  | 8.5   | %  |  | 7.7   | % 
|Facilities consolidation                   |  |                              |    |  |                             |    |  | 1.1   | %  |  |      |   
|                                           |  |                               |    |  |                              |    |  |       |    |  |       |   
|Total operating expenses                   |  | 59.5                          | %  |  | 58.8                         | %  |  | 61.0  | %  |  | 60.1  | % 
|                                           |  |                               |    |  |                              |    |  |       |    |  |       |   
|Income from operations                     |  | 18.8                          | %  |  | 17.8                         | %  |  | 17.2  | %  |  | 15.8  | % 
|Interest and other, net                    |  | (0.7                          | )% |  | (1.4                         | )% |  | (1.0  | )% |  | (0.4  | )%
|                                           |  |                               |    |  |                              |    |  |       |    |  |       |   
|Income before provision for income taxes   |  | 18.1                          | %  |  | 16.4                         | %  |  | 16.2  | %  |  | 15.4  | % 
|Provision for income taxes                 |  | 5.4                           | %  |  | 4.9                          | %  |  | 4.9   | %  |  | 4.6   | % 
|                                           |  |                               |    |  |                              |    |  |       |    |  |       |   
|Net income                                 |  | 12.7                          | %  |  | 11.5                         | %  |  | 11.3  | %  |  | 10.8  | % 
|                                           |  |                               |    |  |                              |    |  |       |    |  |       |   

---

|(1) | Cost of license fees and cost of services are stated as a percentage of license fees and services revenue, respectively.
|--- | ------------------------------------------------------------------------------------------------------------------------



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Revenues (in thousands):



|               |  |                                |         |                   |   |         |                               |     |                  |  |   |         |  |   |         |  |     |  
|-------------- |  | ------------------------------ | ------- | ----------------- | - | ------- | ----------------------------- | --- | ---------------- |  | - | ------- |  | - | ------- |  | --- | -
|               |  | Three months ended October 31, |         | Percentage change |   |         | Nine months ended October 31, |     | Percentagechange | 
|               |  | 2004                           |         | 2003              |   |         | 2004                          |     | 2003             | 
|Total revenues |  | $                              | 264,399 |                   | $ | 252,082 |                               | 4.9 | %                |  | $ | 789,322 |  | $ | 734,424 |  | 7.5 | %



Our revenues are
derived from fees for software licenses and services, which include customer support, education and consulting. The revenue growth for the quarter ended October 31, 2004 (the third quarter of fiscal 2005) from the same quarter in the
prior fiscal year (the third quarter of fiscal 2004) reflects growth in our customer support, consulting and education revenues, offset partially by a decline in license revenues. Services revenue increased by 20.7% percent, which was
primarily due to the $22.1 million increase (23.5 percent increase) in support revenues compared to the same quarter in the prior year. The revenue growth for the nine months ended October 31, 2004 from the same period in the prior fiscal year also
reflects growth in our customer support, consulting and education revenues, offset partially by a decrease in license revenues. During this period, services revenue increased by 22.8 percent, which was primarily due to the $64.8 million increase
(23.7 percent increase) in support revenues compared to the same period in the prior year.



Geographically, the total revenue distribution shifted from the Americas (United States, Canada, Mexico and Latin America) to International (mainly Europe and Asia) for the third quarter and the first nine months of
fiscal 2005 compared to the same periods in fiscal 2004. International revenues comprised 50.1 percent of total revenues compared to 45.9 percent for the third quarter ended October 31, 2004 and 2003, respectively. For the third quarter ended
October 31, 2004, total revenues when translated at a constant exchange rate from the same quarter in the prior fiscal year would have been approximately $256.6 million, or an increase of approximately 2 percent over the same period in the prior
year. International revenues comprised 50.3 percent of total revenues compared to 45.6 percent for the nine months ended October 31, 2004 and 2003, respectively. For the nine months ended October 31, 2004, total revenues when translated at a
constant exchange rate from the same period in the prior year would have been approximately $756.0 million, or an increase of approximately 3 percent over the same period in fiscal 2004. Many factors that impact our revenue levels and there can be
no assurance that our revenues will grow in the future.



Deferred revenues are predominantly comprised of deferred customer support revenues. Deferred revenues also include deferred license and consulting revenues. Deferred customer support revenues are generally recognized ratably over the term
of the contract. License and consulting deferred revenues generally are deferred due to revenue recognition requirements. Management believes the fluctuation in deferred revenues tend to be seasonal due to relatively higher fourth quarter license
sales which are generally sold with customer support and the fact that a relatively higher proportion of customer support renewals occur in the fourth quarter. Although deferred license revenue declined for the three months ended October 31, 2004,
the primary driver in the decline in deferred revenues was deferred customer support revenues. Deferred revenues will fluctuate in the future, as a function of the timing and terms of particular transactions and will not necessarily correlate with
revenue growth in any given quarter and fluctuations in deferred revenues are not an indicator of future license revenue.



License Fees (in thousands):



|                   |  |                                |         |                   |   |         |                               |       |                   |  |   |         |  |   |         |  |      |   
|------------------ |  | ------------------------------ | ------- | ----------------- | - | ------- | ----------------------------- | ----- | ----------------- |  | - | ------- |  | - | ------- |  | ---- | --
|                   |  | Three months ended October 31, |         | Percentage change |   |         | Nine months ended October 31, |       | Percentage change | 
|                   |  | 2004                           |         | 2003              |   |         | 2004                          |       | 2003              | 
|Total license fees |  | $                              | 114,914 |                   | $ | 128,229 |                               | (10.4 | %)                |  | $ | 351,366 |  | $ | 377,923 |  | (7.0 | %)



Management believes
the decrease in license revenues for the third quarter of fiscal 2005 from the same quarter in the prior fiscal year was due in part to the challenging market conditions in the Americas, the decline in average transaction size, the timing of closing
large transactions, a decline in Tuxedo® revenues
and a longer



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sales cycle for platform transactions. License fees for the third quarter of fiscal 2005 included 13 transactions greater than $1.0 million compared to 17
transactions greater than $1.0 million in the same quarter of the prior fiscal year. Management believes that transactions greater than $1.0 million constitute a significant portion of total license revenue and the inherent volatility related to the
timing of the closing of such transactions, increases the risk that reported results may differ from expected results. Management also believes the decline in Tuxedo revenue may not necessarily be indicative of a future trend due to the historical
fluctuation of Tuxedo revenues.



Management believes the
decline in license revenue for the nine months ended October 31, 2004 compared to the same period in the prior fiscal year was due in part to the challenging market conditions in the Americas, the decline in average transaction size, the timing of
closing large transactions, a decline in Tuxedo revenues, a longer sales cycle for platform transactions, the organizational changes in the Americas sales force, greater than anticipated seasonality, and the rate of market acceptance of the WebLogic
Platform 8.1. License fees for the nine months ended October 31, 2004 and the same period in the prior fiscal year both included 48 transactions greater than $1.0 million. Management believes that transactions greater than $1.0 million constitute a
significant portion of total license revenue and the inherent volatility related to the timing of the closing of such transactions, increases the risk that reported results may differ from expected results. Management also believes the decline in
Tuxedo revenue may not necessarily be indicative of a future trend due to the historical fluctuation of Tuxedo revenues.



Service Revenues



The following table provides a summary of service revenues (in thousands):



|                                  |  |                                |         |                  |   |         |                               |      |                  |  |   |         |  |   |         |  |      |  
|--------------------------------- |  | ------------------------------ | ------- | ---------------- | - | ------- | ----------------------------- | ---- | ---------------- |  | - | ------- |  | - | ------- |  | ---- | -
|                                  |  | Three months ended October 31, |         | Percentagechange |   |         | Nine months ended October 31, |      | Percentagechange | 
|                                  |  | 2004                           |         | 2003             |   |         | 2004                          |      | 2003             | 
|Consulting and education revenues |  | $                              | 33,394  |                  | $ | 29,824  |                               | 12.0 | %                |  | $ | 100,471 |  | $ | 83,780  |  | 20.0 | %
|Customer support revenues         |  |                                | 116,091 |                  |   | 94,029  |                               | 23.5 | %                |  |   | 337,485 |  |   | 272,721 |  | 23.7 | %
|                                  |  |                                |         |                  |   |         |                               |      |                  |  |   |         |  |   |         |  |      |  
|Total services revenues           |  | $                              | 149,485 |                  | $ | 123,853 |                               | 20.7 | %                |  | $ | 437,956 |  | $ | 356,501 |  | 22.8 | %
|                                  |  |                                |         |                  |   |         |                               |      |                  |  |   |         |  |   |         |  |      |  



Consulting and
education revenues consist of professional services related to the deployment and use of our software products, and are typically recognized using the percentage of completion method based on time and materials billings. Customer support revenues
consist of fees for annual maintenance contracts, which are recognized ratably over the term of the agreement (generally one year). Customer support is typically priced as a percentage of license fees. The significant increase in customer support
revenues in the three months and nine months ended October 31, 2004 compared to the same periods in the prior fiscal year was driven by maintenance renewals of our existing installed base of software licenses as well as maintenance contracts sold
together with new sales of software licenses. Consulting and education revenues increased in the three months and nine months ended October 31, 2004 compared to the same periods in the prior fiscal year due primarily to an increase in demand for
consulting services. The increase in consulting services is driven by our customers increasing demand for assessments, architecture and implementation services.



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Revenues by Geographic Region



The following tables provide a summary of revenues by geographic region (in thousands):



|                                                 |  |                                 |         |                            |       |   |                                 |   |                            |  |       |                                 |  |                            |         |  |                                 |   |                            |   |         |  |       |  
|------------------------------------------------ |  | ------------------------------- | ------- | -------------------------- | ----- | - | ------------------------------- | - | -------------------------- |  | ----- | ------------------------------- |  | -------------------------- | ------- |  | ------------------------------- | - | -------------------------- | - | ------- |  | ----- | -
|                                                 |  | ThreemonthsendedOctober 31,2004 |         | Percentageof totalrevenues |       |   | ThreemonthsendedOctober 31,2003 |   | Percentageof totalrevenues |  |       | Nine monthsendedOctober 31,2004 |  | Percentageof totalrevenues |         |  | Nine monthsendedOctober 31,2003 |   | Percentageof totalrevenues |  
|Americas                                         |  | $                               | 131,832 |                            | 49.9  | % |                                 | $ | 136,505                    |  | 54.1  | %                               |  | $                          | 392,698 |  | 49.7                            | % |                            | $ | 399,674 |  | 54.4  | %
|European, Middle East and Africa region (EMEA) |  |                                 | 89,979  |                            | 34.0  | % |                                 |   | 74,106                     |  | 29.4  | %                               |  |                            | 278,487 |  | 35.3                            | % |                            |   | 220,953 |  | 30.1  | %
|Asia/Pacific region (APAC)                     |  |                                 | 42,588  |                            | 16.1  | % |                                 |   | 41,471                     |  | 16.5  | %                               |  |                            | 118,137 |  | 15.0                            | % |                            |   | 113,797 |  | 15.5  | %
|                                                 |  |                                 |         |                            |       |   |                                 |   |                            |  |       |                                 |  |                            |         |  |                                 |   |                            |   |         |  |       |  
|Total revenues                                   |  | $                               | 264,399 |                            | 100.0 | % |                                 | $ | 252,082                    |  | 100.0 | %                               |  | $                          | 789,322 |  | 100.0                           | % |                            | $ | 734,424 |  | 100.0 | %
|                                                 |  |                                 |         |                            |       |   |                                 |   |                            |  |       |                                 |  |                            |         |  |                                 |   |                            |   |         |  |       |  



For each of the twelve
fiscal quarters ended October 31, 2004, EMEA and APAC revenues as a percentage of total revenues have ranged between 29 percent to 38 percent for EMEA and 14 percent to 17 percent for APAC. These ranges may fluctuate in the future depending upon
regional economic conditions, including but not limited to, changes in foreign currency exchange rates.



Americas revenues declined slightly for the three and nine months ended October 31, 2004 compared to three and nine months ended October 31, 2003,
respectively. Management believes there was a combination of factors that lead to the Americas revenues declining for the three months ended October 31, 2004 compared to the same period ended October 31, 2003 including: the challenging market
conditions in the Americas, the decline in average transaction size, the timing of closing large transactions, a decline in Tuxedo revenues and a longer sales cycle for platform transactions. The decline in Americas revenues for the nine months
ended October 31, 2004 compared to the same period in fiscal 2004 included: the challenging market conditions in the Americas, the decline in average transaction size, the timing of closing large transactions, a decline in Tuxedo revenues, longer
sales cycles for platform transactions, the organizational changes in the Americas sales force, greater than anticipated seasonality and the rate of market acceptance of the WebLogic Platform 8.1. Exchange rate movements did not materially impact
Americas revenues for the three and nine months ended October 31, 2004 compared to the three and nine months ended October 31, 2003.



EMEA revenues increased for the three and nine months ended October 31, 2004 compared to the three and nine months ended October 31, 2003. Management
believes the increase in EMEA revenues for the three and nine months ended October 31, 2004 compared to the same periods in the prior fiscal year was due to strong performance across the entire region. EMEA revenues would have been approximately
$81.6 million and $252.4 million for the three and nine months ended October 31, 2004 when translated at a constant exchange rate year over year.



APAC revenues increased slightly for the three and nine months ended October 31, 2004 compared to the three and nine months ended October 31, 2003 in
large part due to the increase in services revenues. APAC revenues would have been approximately $40.7 million and $112.2 million for the three and nine months ended October 31, 2004 when translated at a constant exchange rate year over year.



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##### Table of Contents

Cost of Revenues



The following table provides a summary of cost of revenues (in thousands):



|                                           |  |                                |        |                   |   |        |                               |       |                   |  |   |         |  |   |         |  |       |   
|------------------------------------------ |  | ------------------------------ | ------ | ----------------- | - | ------ | ----------------------------- | ----- | ----------------- |  | - | ------- |  | - | ------- |  | ----- | --
|                                           |  | Three months ended October 31, |        | Percentage change |   |        | Nine months ended October 31, |       | Percentage change | 
|                                           |  | 2004                           |        | 2003              |   |        | 2004                          |       | 2003              | 
|Cost of license fees                       |  | $                              | 6,314  |                   | $ | 6,415  |                               | (1.6  | )%                |  | $ | 19,119  |  | $ | 18,735  |  | 2.1   | % 
|Cost of services                           |  |                                | 47,886 |                   |   | 46,635 |                               | 2.7   | %                 |  |   | 143,796 |  |   | 141,107 |  | 1.9   | % 
|Amortization of acquired intangible assets |  |                                | 3,099  |                   |   | 6,054  |                               | (49.0 | )%                |  |   | 9,426   |  |   | 16,861  |  | (44.1 | )%
|                                           |  |                                |        |                   |   |        |                               |       |                   |  |   |         |  |   |         |  |       |   
|Total cost of revenues                     |  | $                              | 57,299 |                   | $ | 59,104 |                               | (3.1  | )%                |  | $ | 172,341 |  | $ | 176,703 |  | (2.5  | )%
|                                           |  |                                |        |                   |   |        |                               |       |                   |  |   |         |  |   |         |  |       |   



Cost of License
Fees.Cost of license fees, as referenced in the table above, includes fees paid to third party contractors in connection with our license compliance program, royalties and license fees paid to third parties, costs
associated with transferring our software to electronic media, the printing of user manuals, packaging and distribution costs, and localization costs. Cost of license fees for the three months ended October 31, 2004 increased as a percentage of
license revenue, but declined slightly in absolute dollars. The increase in cost of license fees for the nine months ended October 31, 2004 as a percentage of license revenue and in absolute dollars year over year is due primarily to increased
activity in the revenue compliance program, especially in the Americas.



Cost of Services.    Cost of services consists primarily of salaries and benefits for consulting, education and product support personnel; cost of third party delivered education and consulting revenues; and
administrative costs for information technology and facilities. The increase in cost of services in absolute dollars in the three months ended October 31, 2004 compared to the same three months ended October 31, 2003 was related primarily to an
exchange rate impact of approximately 3 percentage points. Cost of services represented 32.0 percent, and 37.7 percent of total services revenues in the three months ended October 31, 2004 and 2003, respectively. Cost of services as a percentage of
service revenues decreased over this period due to a higher mix of customer support revenues which have higher gross margins than consulting or education and improvements in consulting and support margins.



Cost of services increased slightly in absolute dollars and decreased as a
percentage of services revenues for the nine months ended October 31, 2004 compared to the nine months ended October 31, 2003. The increase in cost of services was due to in large part to an exchange rate impact of approximately 4 percentage points
offset by the prospective re-classification of $2.4 million of rent expense to Other Income, Net in the nine months ended October 31, 2004 in connection with the adoption of Financial Accounting Standards Board Interpretation No. 46 (FIN
46R) in August 2003. Cost of services represented 32.8 percent and 39.6 percent of total services revenues in the nine months ended October 31, 2004 and 2003, respectively. Cost of services as a percentage of service revenues decreased over
this period due to a higher mix of higher-margin customer support revenues versus lower-margin consulting and education revenues.



Amortization of Acquired Intangible Assets Included in Cost of Revenues.    The amortization of acquired intangible assets
consists of amortization of purchased technology, non-compete agreements, customer base, patents and trademarks and distribution rights. The decrease in amortization for the three months and nine months ended October 31, 2004 compared to the three
months and nine months ended October 31, 2003 was primarily due to a portion of our acquired intangible assets becoming fully amortized in the early part of the first quarter of fiscal 2005. In the future, amortization expense associated with
intangible assets recorded prior to October 31, 2004 is currently expected to total approximately $3.1 million and $3.5 million for the remainder of fiscal 2005 and for fiscal 2006, respectively. We periodically review the estimated remaining useful
lives of our intangible assets. A reduction in our estimate of remaining useful lives, if any, could result in increased amortization expense in future periods.



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##### Table of Contents

Operating Expenses



Sales and Marketing (in thousands):



|                             |  |                                |        |                   |   |        |                               |     |                   |  |   |         |  |   |         |  |     |  
|---------------------------- |  | ------------------------------ | ------ | ----------------- | - | ------ | ----------------------------- | --- | ----------------- |  | - | ------- |  | - | ------- |  | --- | -
|                             |  | Three months ended October 31, |        | Percentage change |   |        | Nine months ended October 31, |     | Percentage change | 
|                             |  | 2004                           |        | 2003              |   |        | 2004                          |     | 2003              | 
|Sales and marketing expenses |  | $                              | 96,868 |                   | $ | 94,946 |                               | 2.0 | %                 |  | $ | 297,167 |  | $ | 281,379 |  | 5.6 | %



Sales and marketing
expenses include salaries, benefits, sales commissions, travel, information technology and facility costs for our sales and marketing personnel. These expenses also include programs aimed at increasing revenues, such as advertising, public
relations, trade shows and user conferences. The increase in sales and marketing in absolute dollars in the three and nine months ended October 31, 2004 compared to the three and nine months ended October 31, 2003 is related primarily to: increased
hiring in the sales organization, additional spending related to marketing programs, and a negative foreign exchange impact of approximately 3 percentage points. Management currently expects that there will be a seasonal increase in sales
compensation in the fourth quarter of fiscal 2005.



Research
and Development (in thousands):



|                                  |  |                                |        |                   |   |        |                               |     |                  |  |   |         |  |   |         |  |     |  
|--------------------------------- |  | ------------------------------ | ------ | ----------------- | - | ------ | ----------------------------- | --- | ---------------- |  | - | ------- |  | - | ------- |  | --- | -
|                                  |  | Three months ended October 31, |        | Percentage change |   |        | Nine months ended October 31, |     | Percentagechange | 
|                                  |  | 2004                           |        | 2003              |   |        | 2004                          |     | 2003             | 
|Research and development expenses |  | $                              | 37,007 |                   | $ | 34,294 |                               | 7.9 | %                |  | $ | 108,423 |  | $ | 103,847 |  | 4.4 | %



Research and
development expenses consist primarily of salaries and benefits for software engineers, contract development fees, costs of computer equipment used in software development, information technology and facilities expenses. The increases in research
and development expenses for the three months and nine months ended October 31, 2004 compared to the same periods in the previous fiscal year were due to increased compensation expenses related in part to increased average headcount, and expenses
associated with relocation of certain research and development functions offset by the prospective re-classification of rent expense of $1.0 million to Interest and Other, Net in the nine months ended October 31, 2004 in connection with the adoption
of FIN 46R in August 2003. We believe that a significant level of research and development is required to remain competitive and we expect to continue to commit substantial resources to product development and engineering in future periods.



General and Administrative (in thousands):



|                                    |  |                                |        |                  |   |        |                               |      |                   |  |   |        |  |   |        |  |      |  
|----------------------------------- |  | ------------------------------ | ------ | ---------------- | - | ------ | ----------------------------- | ---- | ----------------- |  | - | ------ |  | - | ------ |  | ---- | -
|                                    |  | Three months ended October 31, |        | Percentagechange |   |        | Nine months ended October 31, |      | Percentage change | 
|                                    |  | 2004                           |        | 2003             |   |        | 2004                          |      | 2003              | 
|General and administrative expenses |  | $                              | 23,500 |                  | $ | 18,836 |                               | 24.8 | %                 |  | $ | 67,386 |  | $ | 56,572 |  | 19.1 | %



General and
administrative expenses include costs for our human resources, finance, legal, information technology, facilities and general management functions, as well as bad debt expense. The increase in expenses for the three months and nine months ended
October 31, 2004 compared to the three months and nine months ended October 31, 2003 was due primarily to: increased accounting expenses related to the compliance with the regulations of the Sarbanes-Oxley Act of 2002, increased legal expenses
primarily on intellectual property matters, increased compensation expenses and a negative foreign exchange impact of approximately 2 percentage points, respectively.



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##### Table of Contents

Other Charges



Facilities Consolidation.



During the fiscal year ended January 31, 2002 (Fiscal 2002), the Company approved a plan to consolidate certain facilities in the United
States, Canada, and Germany. The Company recorded a facilities consolidation charge of $20.0 million based on the remaining future lease commitments for vacant facilities, net of estimated future sublease income. During the first quarter of fiscal
2005, the Company approved a plan to consolidate certain facilities in regions including the United States and Canada. A facilities consolidation charge of $7.7 million was recorded and was comprised of $6.9 million related to future lease
commitments and $0.8 million of leasehold improvement write-offs. The $6.9 million of future lease commitments was calculated based on managements best estimates and the present value of the remaining future lease commitments for vacant
facilities, net of the present value of the estimated future sublease income. During the second quarter of fiscal 2005 an additional charge $0.5 million was accrued in association with the facilities consolidation recorded in Fiscal 2002. This
additional expense was recorded due to reassessment of original estimates of costs of abandoning the leased facilities compared to the actual results and future estimates. If the Company was unable to receive any of its estimated but uncommitted
sublease income in the future, the total charge would be approximately $6.2 million. The estimated costs of abandoning leased facilities, including estimated costs to sublease, were based on market information and trend analyses, including
information obtained from third party real estate industry sources.



Notes Payable and Other Obligations



In
October 2004, BEA entered into a four year revolving credit facility with Keybank National Association, as administrative agent, and various other lenders (the Credit Agreement) and borrowed $215.0 million under the Credit Agreement in
order to, among other things, pay off and terminate the long term debt related to the land lease of $211.7 million ($191.6 million classified as long term debt for land lease and $20.1 million classified as current portion of notes payable and other
obligations). The termination of the long term debt related to the land lease did not result in any material termination penalties.



The Credit Agreement accrues interest based on the London Interbank Offering Rate (LIBOR) or a prime-based rate, plus a margin based on the
Companys leverage ratio, determined quarterly. The effective annual interest rate was approximately 3.2 percent as of October 31 2004. Interest payments are made in cash at intervals ranging from thirty days to twelve months, as elected by
BEA. In connection with the Credit Agreement, the Company must maintain certain covenants, including liquidity, leverage ratios as well as minimum cash balance requirements. As of October 31, 2004, the Company was in compliance with all financial
covenants.



Interest and Other, Net



The following table provides a summary of the items included in interest
and other, net (in thousands):



|                               |  |                                |        |   |                  |   |        |                               |      |        |                  |      |   |         |   |  |   |         |   |  |        |  
|------------------------------ |  | ------------------------------ | ------ | - | ---------------- | - | ------ | ----------------------------- | ---- | ------ | ---------------- | ---- | - | ------- | - |  | - | ------- | - |  | ------ | -
|                               |  | Three months ended October 31, |        |   | Percentagechange |   |        | Nine months ended October 31, |      |        | Percentagechange |     
|                               |  | 2004                           |        |   | 2003             |   |        |                               | 2004 |        |                  | 2003 |   |        
|Interest expense               |  | $                              | (8,053 | ) |                  | $ | (7,687 | )                             |      | 4.8    | %                |      | $ | (22,663 | ) |  | $ | (18,752 | ) |  | 20.9   | %
|Foreign exchange gain (loss)   |  |                                | 688    |   |                  |   | (206   | )                             |      | (434.0 | )                |      |   | (1,092  | ) |  |   | 805     |   |  | (235.7 | )
|Interest income and other, net |  |                                | 5,506  |   |                  |   | 4,441  |                               |      | 24.0   |                  |      |   | 15,647  |   |  |   | 15,466  |   |  | 1.2    |  
|                               |  |                                |        |   |                  |   |        |                               |      |        |                  |      |   |         |   |  |   |         |   |  |        |  
|Total interest and other, net  |  | $                              | (1,859 | ) |                  | $ | (3,452 | )                             |      | (46.1  | )%               |      | $ | (8,108  | ) |  | $ | (2,481  | ) |  | 226.8  |  
|                               |  |                                |        |   |                  |   |        |                               |      |        |                  |      |   |         |   |  |   |         |   |  |        |  



Interest expense is
primarily comprised of interest expense correlated with convertible debt, long term debt related to land lease which was paid off and replaced with notes payable in October 2004 (as described in Notes Payable and Other Obligations). Interest expense
increased slightly for the three months ended October 31, 2004 compared to the same period in the prior year. Interest expense increased for the nine months ended October 31,



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##### Table of Contents

2004 compared to the same period in 2003 due to three quarters of interest expense recorded in fiscal 2005 compared to one quarter in fiscal 2004 related to
the long term debt related to the land lease. In accordance with the adoption of FIN 46R in August 2003, we commenced accounting for interest on the land lease debt as a component of Interest Expense. Prior to adopting FIN46R, we classified this
interest as an operating expense.



Our exposure to foreign
exchange rate fluctuations arises in part from intercompany accounts between our parent company in the United States and our foreign subsidiaries. These intercompany accounts are typically denominated in the functional currency of the foreign
subsidiary in order to centralize foreign exchange risk. We are also exposed to foreign exchange rate fluctuations as the financial results of foreign subsidiaries are translated into U.S. dollars for consolidation purposes. As exchange rates vary,
these results, when translated, may vary from expectations and may adversely impact overall financial results.



We have a program to reduce the effect of transaction foreign exchange gains and losses from recorded foreign currency-denominated monetary assets and
liabilities, which includes our intercompany balances. This program involves the use of forward foreign exchange contracts in certain European, Asian and Latin and North American currencies. A forward foreign exchange contract obligates us to
exchange predetermined amounts of specified foreign currencies at specified exchange rates on specified dates or to make an equivalent U.S. dollar payment equal to the value of such exchange. Under this program, foreign currency gains and losses due
to exchange rate fluctuations are partially offset by gains and losses on the forward contracts. We do not use foreign currency contracts for speculative or trading purposes. All outstanding forward contracts are marked-to-market on a monthly basis
with gains and losses included in interest income and other, net. Net gains (losses) resulting from foreign currency transactions and hedging foreign currency transactions were approximately $0.7 million and ($0.2 million) for the three months ended
October 31, 2004 and 2003, respectively. Net gains (losses) resulting from foreign currency transactions and hedging foreign currency transactions were approximately ($1.1 million) and $0.8 million for the nine months ended October 31, 2004 and
2003, respectively.



Interest income and other, net increased
for the three and nine months ended October 31, 2004 compared to three and nine months ended October 31, 2003. Interest income has increased for the three and nine months ended October 31, 2004 compared to the same periods in 2003 due to improved
yields and volume.



Provision for Income Taxes



We have provided for income tax expense of $14.4
million and $12.4 million for the three months ended October 31, 2004 and 2003, respectively. For the nine months ended October 31, 2004 and 2003, we have provided for income taxes of $38.3 million and $34.0 million, respectively. Our effective
income tax rate was 30 percent for both the three and nine months ended October 31, 2004 and 2003. Our effective tax rate for the three and nine months ended October 31, 2004 and 2003 differed from the U.S. federal statutory rate of 35 percent
primarily due to the benefit of low taxed foreign earnings.



Under Statement of Financial Accounting Standards No. 109 Accounting for Income Taxes(FAS 109), deferred tax assets and liabilities are determined based on the difference between financial reporting and tax bases of
assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. FAS 109 provides for the recognition of deferred tax assets if realization of such assets is more
likely than not. Based upon the available evidence, which includes our historical levels of U.S. taxable income and stock option deductions, we have provided a valuation allowance against our net deferred tax assets to the extent that they are
dependent upon future taxable income for realization. We evaluate the realizability of the deferred tax assets on a quarterly basis.



Liquidity and Capital Resources



As of October 31, 2004, cash, cash equivalents (excluding all restricted cash) and short-term investments totaled $1,586.0 million versus $1,467.0 million
at January 31, 2004.



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##### Table of Contents

Cash flow from operations increased by $44.2 million from $148.6 million in the nine months ended October
31, 2003 to $192.8 million in the nine months ended October 31, 2004. The increase is primarily due to net changes in certain operating assets and liabilities, which generated cash of approximately $32.1 million in the nine months ended October 31,
2004 compared to consuming of $1.8 million in the nine months ended October 31, 2003, a net increase of $33.9 million.



Cash used in investing activities increased by $12.7 million from $71.2 million in the nine months ended October 31, 2003 to $83.9 million in the nine
months ended October 31, 2004. This increase was primarily due to an increase of $21.8 million in net purchases of available-for-sale short-term investments. We also used $20.1 million less cash in the nine months ended October 31, 2004 than in the
same period of the prior fiscal year for purchases of property and equipment and payments for acquisitions



Cash used in financing activities increased by $32.7 million from $19.2 million in the nine months ended October 31, 2003 to $51.9 million in the nine
months ended October 31, 2004. This increase was primarily related to the repurchases of our common stock of $101.3 million in the nine months ended October 31, 2004 which was $20.2 million higher than the same period in the prior year. The
remainder of the increase was primarily due to the net change in restricted cash for collateral on the San Jose land lease transaction, the repayment of long-term debt related to the San Jose land lease and the notes payable entered into in October
2004.



At October 31, 2004, our outstanding short and long-term
debt obligations consisted of $550.0 million of convertible notes and $221.1 million of notes payable and other obligations. In the quarter ended October 31, 2004, we repaid and terminated the long-term debt related to our San Jose land lease of
$211.7 million (of which approximately $20.1 million was recorded as accrued liabilities related to the San Jose land lease and $191.6 million was recorded as long-term debt related to the San Jose land lease on our balance sheet as of July 31,
2004). In the same quarter we borrowed $215.0 million under a new four-year revolving credit facility.



The long term debt facility entered into in October 2004 of $215.0 million matures in October 2008. Interest on this debt is calculated based on the
London Interbank Offering Rate (LIBOR) or a prime-based rate, plus a margin based on the Companys leverage ratio, determined quarterly. The effective annual interest rate was approximately 3.2 percent as of October 31 2004.
Interest payments are made in cash at intervals ranging from thirty days to twelve months, as elected by BEA. In connection with the long-term debt, we must maintain certain covenants, including liquidity, leverage and profitability ratios. As of
October 31, 2004, we are in compliance with all such financial covenants.



The $550.0 million 4% Convertible Subordinated Notes due December 15, 2006 may be settled in cash or stock, depending upon future prices of our common stock as outlined below:



| |  | If, by December 14, 2004, the price of our common stock exceeds $48.51 for at least 20 trading days within a period of 30 consecutive trading days, we have the option of redeeming
the notes for 28.86 shares of stock per $1,000 face value of the bond (equivalent to a stock price of $34.65 per share) or cash plus a premium of up to 2.3%, at the option of the bondholder.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | For the period from December 15, 2004 to maturity on December 15, 2006, we have the option of redeeming the notes for 28.86 shares of stock per $1,000 face value of the bond or cash
plus a premium of up to 1.2%, at the option of the bondholder, if the price of our common stock, as calculated above, exceeds $34.65.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | If our stock price, as calculated above, does not exceed $48.51 by December 14, 2004, and if the price does not exceed $34.65 during the period from December 15, 2004 to December
15, 2006, then we will likely be required to repay the notes in cash on the maturity date of December 15, 2006.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



If we begin to develop the San Jose land, the development will require significant cash and/or financing resources.



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##### Table of Contents

The following table of minimum contractual obligations owed has been prepared assuming that the
convertible notes and notes payable and other obligations will be repaid in cash upon maturity (in thousands):



|                                      |  |                    |         |                         |   |                     |  |                     |         |                           |   |         |  |   |       
|------------------------------------- |  | ------------------ | ------- | ----------------------- | - | ------------------- |  | ------------------- | ------- | ------------------------- | - | ------- |  | - | ------
|Minimum Contractual Obligations       |  | Total payments due |         | Remainder of Fiscal2005 |   | Fiscal 2006 and2007 |  | Fiscal 2008 and2009 |         | Fiscal 2010 andthereafter
|Convertible notes (principal only)    |  | $                  | 550,000 |                         | $ |                    |  | $                   | 550,000 |                           | $ |        |  | $ |      
|Interest related to convertible notes |  |                    | 46,750  |                         |   | 5,500               |  |                     | 41,250  |                           |   |        |  |   |      
|Other obligations                     |  |                    | 6,078   |                         |   | 146                 |  |                     | 2,438   |                           |   | 1,682   |  |   | 1,812 
|Notes payable                         |  |                    | 215,000 |                         |   |                     |  |                     |        |                           |   | 215,000 |  |   |      
|Operating                             |  |                    | 161,385 |                         |   | 11,683              |  |                     | 77,788  |                           |   | 38,348  |  |   | 33,566
|                                      |  |                    |         |                         |   |                     |  |                     |         |                           |   |         |  |   |       
|Total contractual obligations         |  | $                  | 979,213 |                         |   | 17,329              |  |                     | 671,476 |                           |   | 255,030 |  |   | 35,378
|                                      |  |                    |         |                         |   |                     |  |                     |         |                           |   |         |  |   |       



The above table
excludes obligations related to accounts payable, accrued liabilities incurred in the ordinary course of business, and any future rate variable interest obligations associated with contractual obligations shown above. The operating component is
primarily comprised of facilities lease obligations that may or may not be recorded on the balance sheet based on the terms of each respective agreement.



We do not have significant commitments under lines of credit, standby lines of credit, guarantees, standby repurchase obligations or other such
arrangements.



In September 2001, March 2003 and May 2004, the
Board of Directors approved an aggregate repurchase of up to $400.0 million of our common stock under a share repurchase program (the Share Repurchase Program). An insignificant number of shares were repurchased in Fiscal 2002. In Fiscal
2003, 6.9 million shares were repurchased at a total cost of approximately $42.1 million. In Fiscal 2004, an additional 8.0 million shares were repurchased at a total cost of approximately $81.2 million. In the three and nine months ended October
31, 2004, 9.0 and 13.8 million shares were repurchased at a total cost of $61.2 and $101.3 million, respectively, leaving approximately $175.4 million of the approval limit available for share repurchases under the Share Repurchase Program.



Our principal source of liquidity is our cash, cash
equivalents and short-term investments, as well as the cash flow that we generate from our operations. Our liquidity could be negatively impacted by any trends that result in a reduction in demand for our products or services. We believe that our
existing cash, cash equivalents, short-term investments and cash generated from operations, if any, will be sufficient to satisfy our currently anticipated cash requirements through October 31, 2005. However, we may make acquisitions or license
products and technologies complementary to our business and may need to raise additional capital through future debt or equity financing to the extent necessary to fund any such acquisitions or licenses. There can be no assurance that additional
financing will be available, at all, or on terms favorable to us.



Related
Party Transactions



Loans to Executives and Officers



We have secured notes receivable from two executives
totaling approximately $1.4 million as of October 31, 2004 and as of January 31, 2004. These notes originated prior to June 30, 2002 and are secured by deeds of trust on real property. They bear interest of 4.75 percent and 7 percent per annum,
respectively, and are due and payable on April 3, 2006 and May 10, 2007, respectively, or upon the termination of employment with us. The notes may be repaid at anytime prior to the due date.



In September 1999, we issued an unsecured line of credit to Alfred S. Chuang,
our Chief Executive Officer, in the amount of $5.0 million. No borrowings have been made and none were outstanding under this line of credit at October 31, 2004 or January 31, 2004.



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##### Table of Contents

Common Board Members or Executive Officers



We occasionally sell software products or services to companies that have
board members or executive officers that are also on our Board of Directors. The total revenues recognized by us from such customers in the nine months ended October 31, 2004 and 2003 were insignificant.



Risk Factors that May Impact Future Operating Results



We operate in a rapidly changing environment that involves numerous risks
and uncertainties. The following section lists some, but not all, of these risks and uncertainties, which may have a material adverse effect on our business, financial condition or results of operations. Investors should carefully consider the
following risk factors in evaluating an investment in our common stock.



Significant unanticipated fluctuations in our actual or anticipated quarterly revenues and operating results have in the past, and may in the future, prevent us from meeting securities analysts or investors expectations and
have in the past, and may in the future, result in a decline in our stock price.



Our revenues have fluctuated in the past and are likely to fluctuate significantly in the future. For example, in the quarters ended October 31, 2001, April 30, 2002, April 30, 2003 and April 30, 2004, our revenues
declined as compared to the previous fiscal quarter, and in the quarters ended October 31, 2001, January 31, 2002, April 30, 2002 and July 31, 2002 our revenues declined as compared to the same quarterly periods in the prior fiscal year. If our
revenues, operating results, earnings or future projections are below the levels expected by investors or securities analysts, our stock price is likely to decline. Moreover, even if our total revenues meet investors and securities
analysts expectations, if a component of our total revenues does not meet these expectations, our stock price may decline. For example, in our quarter ended April 30, 2004, our reported license revenue was several million dollars lower than
the level expected by securities analysts. Our stock price declined by approximately 22.5 percent at the close of trading on the Nasdaq National Market on the day following our announcement of our quarterly financial results providing this
information. Our stock price is also subject to the substantial volatility generally associated with Internet, software and technology stocks and may also be affected by broader market trends unrelated to our performance, such as the substantial
declines in the prices of many such stocks that began in March 2000 through 2003, as well as market declines related to terrorist activities and military actions.



We expect to experience significant fluctuations in our future revenues and operating results as a result of many factors,
including:



| |  | difficulty predicting the size and timing of customer orders, particularly as we have become more reliant on larger transactions;
| | - | ---------------------------------------------------------------------------------------------------------------------------------



| |  | the rate of customer acceptance of our recently introduced WebLogic Platform 8.1 products, and any order delays caused by customer evaluations of these new products;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | on-going difficult economic conditions, particularly within the technology industry, as well as economic uncertainties arising out of possible future terrorist activities; military
and security actions in Iraq and the Middle East in general; and geopolitical instability in markets such as the Korean peninsula and other parts of Asia, all of which have increased the likelihood that customers will unexpectedly delay, cancel or
reduce the size of orders, resulting in revenue shortfalls;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | fluctuations in foreign currency exchange rates, which could have an adverse impact on our international revenue, particularly in the EMEA region if the Euro and British Pound were
to weaken against the U.S. dollar;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | changes in the mix of products and services that we sell or the channels through which they are distributed;
| | - | ------------------------------------------------------------------------------------------------------------



| |  | changes in our competitors product offerings, marketing programs and pricing policies, and customer order deferrals in anticipation of new products and product enhancements
from us or our competitors;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  | the performance of our international business, which accounts for approximately half of our consolidated revenues;
| | - | ------------------------------------------------------------------------------------------------------------------



| |  | any increased price sensitivity by our customers, particularly in the face of the continuing uneven economic conditions and increased competition;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------



| |  | the seasonality of our sales, which typically significantly adversely affects our revenue in our first quarter;
| | - | ---------------------------------------------------------------------------------------------------------------



| |  | our ability to develop, introduce and market new products and initiatives, such as our WebLogic Platform 8.1 products and our solutions framework program, on a timely basis and
whether any such new products are accepted in the market;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | the lengthy sales cycle for our products, particularly with regard to WebLogic 8.1 Platform sales which typically involve more comprehensive solutions that may require more detailed
customer evaluations;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | our ability to further control costs and expenses, particularly in the face of the on-going current difficult economic conditions;
| | - | ----------------------------------------------------------------------------------------------------------------------------------



| |  | loss of key personnel;
| | - | ----------------------



| |  | the degree of success, if any, of our strategy to further establish and expand our relationships with distributors;
| | - | -------------------------------------------------------------------------------------------------------------------



| |  | the structure, timing and integration of acquisitions of businesses, products and technologies;
| | - | -----------------------------------------------------------------------------------------------



| |  | the terms and timing of financing activities;
| | - | ---------------------------------------------



| |  | potential fluctuations in demand or prices of our products and services;
| | - | ------------------------------------------------------------------------



| |  | technological changes in computer systems and environments;
| | - | -----------------------------------------------------------



| |  | our ability to meet our customers service requirements; and
| | - | ------------------------------------------------------------



| |  | costs associated with acquisitions, including expenses charged for any impaired acquired intangible assets and goodwill.
| | - | ------------------------------------------------------------------------------------------------------------------------



Our quarterly revenues and operating results are difficult to forecast
because of the timing, size and composition of our customer orders.



An increasingly material portion of our revenues has been derived from large orders, as major customers deployed our products. For example, in the quarters ended January 31, 2004, April 30, 2004, July 31, 2004 and
October 31, 2004 there were 26, 17, 18 and 13 product transactions each with a value of greater than $1 million, respectively, including one product transaction with a value of greater than $10 million during the quarter ended July 31, 2003.
Increases in the dollar size of some individual license transactions increases the risk of fluctuation in future quarterly results because the unexpected loss of a small number of larger orders can create a significant revenue shortfall. For
example, we believe this reliance on larger transactions adversely impacted our quarters ended April 30, 2004 and July 31, 2004, where our reported license revenue was several million dollars lower than the level expected by securities analysts. If
we cannot generate a sufficient number of large customer orders, turn a sufficient number of development orders into orders for large deployments or if customers delay or cancel such orders in a particular quarter, it may have a material adverse
effect on our revenues and, more significantly on a percentage basis, our net income or loss in that quarter. Moreover, we typically receive and fulfill most of our orders within the quarter, and a substantial portion of our orders, particularly our
larger transactions, are typically received in the last month of each fiscal quarter, with a concentration of such orders in the final week of the quarter. As a result, even though we may have positive business indicators, such as sales
pipeline reports, about customer demand during a quarter, we may not learn of revenue shortfalls until very late in the fiscal quarter, and possibly on the final day or days of the fiscal quarter. Not only could this significantly
adversely affect our revenues, such shortfalls would substantially adversely affect our earnings because they may occur after it is too late to adjust expenses for that quarter. Moreover, because we have previously implemented



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significant cost cutting measures, incremental additional cost cutting measures would be particularly difficult to achieve. The risk of delayed or cancelled
orders is also particularly relevant with respect to our increased dependence on large customer orders, which are more likely to be cancelled, delayed or reduced and also have a greater financial impact on our operating results. Moreover, ongoing
adverse economic conditions worldwide, particularly those related to the technology industry and the economic and political uncertainties arising out of the ongoing U.S. military activity in Iraq, recent and possible future terrorist activities,
other potential military and security actions in the Middle East, and instability in markets such as the Korean peninsula and other parts of Asia, have increased the likelihood that customers will unexpectedly delay, cancel or reduce orders,
resulting in revenue shortfalls. Any revenue shortfall below our expectations could have an immediate and significant adverse effect on our results of operations.



If we do not effectively compete with new and existing competitors, our revenues and operating margins will decline.



The market for application server and integration
software, and related software infrastructure products and services, is highly competitive. Our competitors are diverse and offer a variety of solutions directed at various segments of this marketplace. These competitors include IBM, which also
offers operating system software and hardware as discussed below, and Oracle, which can bundle its competing product with their database and other software offerings at a discounted price. In addition, certain application vendors, enterprise
application integration vendors and other companies are developing or offering application server, enterprise application integration and portal software products and related services that may compete with products that we offer. Further, software
development tool vendors typically emphasize the broad versatility of their tool sets and, in some cases, offer complementary software that supports these tools and performs basic application server and integration functions. These tool vendors
offer products that may compete with some of the features of our own product offerings. Finally, internal development groups within prospective customers organizations may develop software and hardware systems that may substitute for those we
offer. A number of our competitors and potential competitors have longer operating histories, substantially greater financial, technical, marketing and other resources, greater name recognition and a larger installed base of customers than us.



Some of our competitors are also hardware vendors who bundle
their own application server, integration software and tool products, or similar products, with their computer systems and database vendors that advocate client/server networks driven by the database server. IBM is the primary hardware vendor that
we compete with which offers a line of application server, integration, and related software infrastructure solutions for their customers. Sun Microsystems is another hardware vendor which offers a line of application server and related software
infrastructure solutions. IBMs sale of application server and integration functionality along with its proprietary hardware systems requires us to compete with IBM, particularly with regard to its installed customer base, where IBM has certain
inherent advantages due to its much greater financial, technical, marketing and other resources, greater name recognition and the integration of its enterprise application server and integration functionality with its proprietary hardware and
database systems. These inherent advantages allow IBM to bundle, at a discounted price, application server and integration solutions with computer hardware, software and related service sales. In addition, IBM Global Services, a division of IBM and
a large provider of consulting and information technology services, can influence their service customers choice of software products in favor of IBMs. In addition, these advantages allow IBM to promote their competing products by
selling at a discount their mainframe operating system software to their numerous mainframe hardware customers who purchase on a bundled basis IBM application server and integration software. Due to these factors, if we do not sufficiently
differentiate our products based on functionality, reliability, ease of development, interoperability with non-IBM systems, performance, total cost of ownership and return on investment and establish our products as more effective solutions to
customers technological and economic needs, our business, operating results, and financial condition will suffer.



In addition to its current products which include some application server functionality, Microsoft has announced that it intends to continue to enhance
the application server and integration functionalities in its .NET technologies. Microsofts .NET technologies use a proprietary programming environment that competes with the



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Java-based environment of our products. A widespread acceptance of Microsofts .NET technologies, particularly among the large and mid-sized enterprises
from which most of our revenues are generated, could curtail the use of Java and therefore adversely impact the sales of our products. The .NET technologies and the bundling of competing functionality in versions of Windows can require us to compete
in certain areas with Microsoft, which has certain inherent advantages due to its much greater financial, technical, marketing and other resources, its greater name recognition, very large developer community, its substantial installed base and the
integration of its broad product line and features into a Web Services environment. We need to differentiate our products from Microsofts based on scalability, functionality, interoperability with non-Microsoft platforms, performance, total
cost of ownership, return on investment, ease of development and reliability, and need to establish our products as more effective solutions to customers technological and economic needs. We may not be able to successfully or sufficiently
differentiate our products from those offered by Microsoft, and Microsofts continued efforts in the application server, integration and Web Services markets, as well as their ongoing efforts to enhance and expand the .NET technology program,
could materially adversely affect our 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 their 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 our ability to sell additional software licenses and maintenance, consulting and support services on terms favorable to us. Further, competitive pressures could require us to reduce the price of our products and related services, which could
materially adversely affect our business, operating results and financial condition. We may not be able to compete successfully against current and future competitors and any failure to do so would have a material adverse effect upon our business,
operating results and financial condition.



The lengthy
sales cycle for our products makes our revenues susceptible to substantial fluctuations.



Many of our customers use our products to implement large, sophisticated applications that are critical to their business, and their purchases are often part of their implementation of a distributed or Web-based
computing environment. Customers evaluating our software products face complex decisions regarding alternative approaches to the integration of enterprise applications, competitive product offerings, rapidly changing software technologies and
standards and limited internal resources due to other information systems requirements. For these and other reasons, the sales cycle for our products is lengthy and is subject to delays or cancellation over which we have little or no control. We
have recently experienced an increase in the number of million and multimillion dollar license transactions. For example, in the quarters ended October 31, 2004, July 31, 2004, April 30, 2004 and January 31, 2004, we had 13, 18, 17, and 26 product
transactions, respectively, each with a value at greater than $1 million. Some of our transactions are significantly larger than $1 million, such as in our quarter ended July 31, 2003, when we had a single transaction with a value of over $10
million. In some cases, the larger size of the transactions has resulted in more extended customer evaluation and procurement processes, which in turn have lengthened the overall sales cycle for our products. The recent economic downturn in our key
markets has also contributed to increasing the length of our sales cycle, and there is a risk that this could continue or worsen. Finally, the recent introduction of the WebLogic Platform 8.1 has contributed to a longer sales cycle due to the fact
that it offers a more comprehensive solution that may require more detailed customer evaluations. Delays or failures to complete large orders and sales in a particular quarter could significantly reduce revenue that quarter, as well as subsequent
quarters over which revenue for the sale would likely be recognized.



If our WebLogic Platform 8.1 products do not achieve significant market acceptance, or market acceptance is delayed, our revenues will be substantially adversely affected.



In July 2003, we introduced our WebLogic Platform 8.1 group of products, a
major new product release which includes WebLogic Server 8.1, WebLogic Workshop 8.1, WebLogic Integration 8.1 and WebLogic Portal 8.1. We have invested substantial resources to develop and market our WebLogic Platform 8.1 products, and



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anticipate that this will continue. If our WebLogic Platform 8.1 products do not achieve substantial market acceptance among new and existing customers, due
to factors such as any technological problems, competition, pricing, sales execution or market shifts, it will have a material adverse effect on our revenues and other operating results. For example, we believe the rate of acceptance of, and
customer transition to, WebLogic Platform 8.1 were contributing factors to our reported license revenue for our quarter ended April 30, 2004 being several million dollars lower than the level expected by securities analysts. Moreover, because the
WebLogic Platform 8.1 products offer broader solutions and other improvements over our prior products, potential customers may take additional time to evaluate their purchases, which can delay customer acceptance of our WebLogic Platform 8.1
products. If these delays continue or worsen, it will adversely affect our revenues and other operating results.



The seasonality of our sales typically significantly adversely affects our revenues in our first fiscal quarter.



Our first quarter sales are typically significantly lower than sales in the
immediately preceding fourth quarter. We believe this is because most of our customers begin a new fiscal year on January 1 and it is common for capital expenditures to be lower in an organizations first quarter than in its fourth quarter. We
believe our sales commission structure also causes lower sales in the first quarter than the fourth quarter. We anticipate that the negative impact of seasonality on our first quarter will continue. Moreover, because of this seasonality, even if we
have a very strong fourth quarter in a particular year, the initial quarters in next year could never the less still be weak on a year-over-year comparative basis, as well as on a sequential basis. This seasonality may harm our revenues and other
operating results in our first quarter and possibly subsequent quarters as well, particularly if it is worse than we expect.



Our revenues are derived primarily from a single group of similar and related products and related services, and a decline in demand or prices for
these products or services could substantially adversely affect our operating results.



We currently derive the majority of our license and service revenues from BEA WebLogic Server, BEA Tuxedo and from related products and services. We expect these products and services to continue to account for the
majority of our revenues in the immediate future. As a result, factors adversely affecting the pricing of or demand for BEA WebLogic Server, BEA Tuxedo or related services, such as a continued or worsened general economic slowdown, future terrorist
activities or military actions, any decline in overall market demand, competition, product performance or technological change, could have a material adverse effect on our business and consolidated results of operations and financial condition. In
particular, with regard to BEA Tuxedo, we have recently experienced a decline in the percentage of our license revenue generated by BEA Tuxedo, as well as a decline in the absolute dollar amount of revenue generated by BEA Tuxedo. If this trend were
to continue or worsen, it would have an adverse impact on our revenue, profit and other operating results.



The changes we made to our Americas sales and distribution organizations in our first quarter of 2005 could adversely affect our future revenues.



In the first quarter of fiscal 2005, we implemented
changes in our Americas distribution organization. These changes included signing relationships with a value-added distributor and several value-added resellers (VARs), creating a new general accounts region within our Americas sales
organization in part to coordinate our efforts with the VARs, reassigning personnel to staff this newly created general accounts region, transitioning customer relationships for these reassigned personnel, transitioning customer accounts to be
focused on by the general accounts region and the VARs, moving the location of our telesales organization, and hiring a significant number of new employees in the Americas sales organization. We believe these changes disrupted the sales process in
our first quarter of our fiscal 2005 more than we anticipated, and contributed significantly to reducing our revenue in North America in the first quarter. We currently believe the structural changes have been substantially completed, and that the
changes have been substantially integrated by the sales force. However, the adverse impact of these changes could continue. For example, it may take more time to fully transition customer



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relationships, to train the new personnel and to train the VARs signed in our first quarter of our fiscal 2005. We also need to train the VARs we signed in
the second and third quarters of our fiscal 2005. In addition, after the close of the second quarter, BEA announced the creation of a new worldwide field operations organization. This new organization is responsible for all of BEAs worldwide
sales, services and marketing functions. The objective of this new organization is to improve BEAs operations and ability to serve customers by improving coordination among our sales, services and marketing teams. However, creation of this
organization changes a variety of reporting relationships, and may cause disruption, especially in the near term. In addition, after the end of our third quarter, the Executive Vice President of our worldwide field operations organization
streamlined the sales organization by having the heads of the sales regions (Americas, EMEA and APAC) report directly to him. Based in part on this potential disruption and the adverse impact on our revenue resulting from the disruptions we
experienced in our first quarter of our fiscal 2005, we believe that there is a significant risk that the ongoing impact of these changes to our Americas sales, services, marketing and distribution organizations could negatively impact our operating
results in our third quarter of our fiscal 2005 and beyond.



Our international operations expose us to greater management, collections, currency, export licensing, intellectual property, tax, regulatory and other risks.



Revenues from markets outside of the Americas accounted 50.3% and 45.6% of our total revenues in the nine months ended
October 31, 2004 and 2003, respectively. We sell our products and services through a network of branches and subsidiaries located in 36 countries worldwide. In addition, we also market our products through distributors. We believe that our success
depends upon continued expansion of our international operations. Our international business is subject to a number of risks, including greater difficulties in maintaining and enforcing U.S. accounting and public reporting standards, greater
difficulties in staffing and managing foreign operations, unexpected changes in regulatory practices and tariffs, longer collection cycles, seasonality, potential changes in export licensing and tax laws, and greater difficulty in protecting
intellectual property rights. Also, the impact of fluctuating exchange rates between the U.S. dollar and foreign currencies in markets where we do business can significantly impact our revenues. For example, a strengthening of the U.S. dollar could
have an unexpected adverse impact on our international revenue. This is particularly relevant with regards to our sales generated in the EMEA region where the U.S. dollar has recently been exceptionally weak relative to European currencies. The EMEA
region accounted for 34.0 percent of our revenue in our quarter ended October 31, 2004, and if the value of the U.S. dollar relative to the European currencies were to significantly increase, it would have an unexpected adverse impact on our
revenues, profits and other operating results. Also, we are periodically subject to tax audits by government agencies in foreign jurisdictions. To date, the outcomes of these audits have not had a material impact on us. It is possible, however, that
future audits could result in significant assessments against us or our employees for transfer taxes, payroll taxes, income taxes, or other taxes as well as related employee and other claims which could adversely effect our operating results.
General economic and political conditions in these foreign markets, including the military action in the Middle East and geopolitical instabilities on the Korean peninsula and other parts of Asia may also impact our international revenues, as such
conditions may cause decreases in demand or impact our ability to collect payment from our customers. There can be no assurances that these factors and other factors will not have a material adverse effect on our future international revenues and
consequently on our business and consolidated financial condition and results of operations.



If our WebLogic Workshop initiative does not successfully broaden the base of developers who utilize our WebLogic Platform products and drive other WebLogic Platform product sales, our revenues and product margins
will be harmed.



Our WebLogic Workshop 8.1 tools product
and related developer initiatives are designed to help broaden the base of developers who can utilize our technologies and products. If WebLogic Workshop and these related initiatives are not successful, or less successful than we anticipate, it
will have an adverse impact on our sales of BEA WebLogic products, including WebLogic Platform 8.1, a principal driver of our revenue, and related products and services, as well as adversely affect our profit margins.



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The ongoing U.S. military activity in Iraq and any terrorist activities could adversely affect our
revenues and operations.



The U.S. military activity in
Iraq, terrorist activities and related military and security operations have in the past disrupted economic activity throughout the United States and much of the world. This significantly adversely impacted our operations and our ability to generate
revenues in the past and may also again in the future. An unfavorable course of events in the future related to the ongoing U.S. military activity in Iraq; any other military or security operations, particularly with regard to the Middle East; any
future terrorist activities; or the geopolitical tension on the Korean peninsula could have a similar or worse effect on our operating results, particularly if such attacks or operations occur in the last month or weeks of our fiscal quarter or are
significant enough to further weaken the U.S. or global economy. In particular, such activities and operations could result in reductions in information technology spending, order deferrals, and reductions or cancellations of customer orders for our
products and services.



Changes in accounting regulations
and related interpretations and policies, particularly those related to revenue recognition, could cause us to defer recognition of revenue or recognize lower revenue and profits.



Although we use standardized license agreements designed to meet current revenue recognition criteria under generally
accepted accounting principles, we must often negotiate and revise terms and conditions of these standardized agreements, particularly in larger license transactions. Negotiation of mutually acceptable terms and conditions can extend the sales cycle
and, in certain situations, may require us to defer recognition of revenue on the license. While we believe that we are in compliance with Statement of Position 97-2, Software Revenue Recognition, as amended, the American Institute of
Certified Public Accountants continues to issue implementation guidelines for these standards and the accounting profession continues to discuss a wide range of potential interpretations. Additional implementation guidelines, and changes in
interpretations of such guidelines, could lead to unanticipated changes in our current revenue accounting practices that could cause us to defer the recognition of revenue to future periods or to recognize lower revenue and profits.



Moreover, policies, guidelines and interpretations related to revenue
recognition, accounting for acquisitions, income taxes, facilities consolidation charges, allowances for doubtful accounts and other financial reporting matters require difficult judgments on complex matters that are often subject to multiple
sources of authoritative guidance. To the extent that managements judgment is incorrect, it could result in an adverse impact on the Companys financial statements. Some of these matters are also among topics currently under reexamination
by accounting standard setters and regulators. These standard setters and regulators could promulgate interpretations and guidance that could result in material and potentially adverse changes to our accounting policies.



FASB has issued a proposed statement which, if adopted, would eliminate the
ability to account for compensation transactions using Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees and generally would require that such transactions be accounted for using the fair value based
method. As proposed, we would be required to expense stock options granted in fiscal periods after June 15, 2005. If we were to elect or were required to record an expense for our stock-based compensation plans using the fair value method, we could
have significant compensation charges. For example, for the quarters ended October 31, 2004 and October 31, 2003, had we accounted for stock-based compensation plans under Financial Accounting Standards Board (FASB) Statement No. 123, as
amended by FASB Statement No. 148, diluted earnings per share would have been reduced by $0.07 and $0.10 per share, respectively. Although we are currently not required to record any compensation expense using the fair value method in connection
with option grants that have an exercise price at or above fair market value and for shares issued under our employee stock purchase plan, it is possible that future laws or regulations will require us to treat all stock-based compensation as a
compensation expense using the fair value method. See Note 1 of the Notes to Condensed Consolidated Financial Statements. It is currently expected that the FASB will issue a final standard before December 31, 2004.



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If we are required to remit significant payroll taxes, it will have an adverse impact on our future
financial results.



When our employees exercise certain
stock options, we are subject to employer payroll taxes on the difference between the price of our common stock on the date of exercise and the exercise price. These payroll taxes are determined by the tax rates in effect in the employees
taxing jurisdiction and are treated as an expense in the period in which the exercise occurs. During a particular period, these payroll taxes could be material, in particular if an increase in our stock price causes a significant number of employees
to exercise their options. However, because we are unable to predict our stock price, the number of exercises, or the country of exercise during any particular period, we cannot predict the amount, if any, of employer payroll tax expense that will
be recorded in a future period or the impact on our future financial results. Although we recently experienced a decline in our stock price following our announcement of our financial results for our quarter ended April 30, 2004, over the preceding
several quarters, our stock price increased and a significant number of stock options with exercise prices below the trading range of our stock during the quarter ended January 31, 2004 have vested and become exercisable. These types of stock price
increases would make it more likely that option holders will exercise their options and, accordingly, that we would incur higher payroll taxes.



Failure to achieve and maintain effective internal controls could have a material adverse effect on our business, operating results and stock price.



We are in the process of documenting and testing our
internal control procedures in order to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act, which requires an annual management assessment of the design and effectiveness of our internal controls over financial reporting and a report
by our Independent Auditors addressing this assessment. During the course of our testing we may identify significant deficiencies or material weaknesses which we may not be able to remediate prior to our fiscal year end. In addition, if we fail to
achieve and maintain the adequacy of our internal controls, as such standards are modified, supplemented or amended from time to time, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal controls
over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act. Moreover, effective internal controls, particularly those related to revenue recognition, are necessary for us to produce reliable financial reports and are important
to helping prevent financial fraud. If we cannot provide reliable financial reports or prevent fraud, our business and operating results could be harmed, investors could lose confidence in our reported financial information, and the trading price of
our stock could drop significantly



Any failure to
maintain on-going sales through distribution channels could result in lower revenues.



To date, we have sold our products principally through our direct sales force, as well as through indirect sales channels, such as computer hardware companies, packaged application software developers, independent
software vendors (ISVs), systems integrators (SIs) and independent consultants, independent software tool vendors and distributors. Our ability to achieve revenue growth in the future will depend in large part on our success
in maintaining existing relationships and further establishing and expanding relationships with distributors, ISVs, original equipment manufacturers (OEMs) and SIs. In particular, we have an ongoing initiative to further establish and
expand relationships with our distributors through these sales channels, especially ISVs and SIs. A significant part of this initiative is to recruit and train a large number of consultants employed by SIs and induce these SIs to more broadly use
our products in their consulting practices, as well as to embed our technology in products that our ISV customers offer. We intend to continue this initiative and to seek distribution arrangements with additional ISVs to embed our WebLogic Server
and other products in their products. It is possible that we will not be able to successfully expand our distribution channels, secure agreements with additional SIs and ISVs on commercially reasonable terms or at all, and otherwise adequately
continue to develop and maintain our relationships with indirect sales channels. Moreover, even if we succeed in these endeavors, it still may not increase our revenues. In particular, we need to carefully monitor the development and scope of our
indirect sales channels and create appropriate pricing, sales force compensation and other distribution parameters to help ensure these indirect channels do not conflict with or curtail our direct sales. If we invest resources in these types of
expansion and our overall revenues do not correspondingly



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increase, our business, results of operations and financial condition will be materially and adversely affected. In addition, we already rely on formal and
informal relationships with a number of consulting and systems integration firms to enhance our sales, support, service and marketing efforts, particularly with respect to implementation and support of our products as well as lead generation and
assistance in the sales process. We will need to expand our relationships with third parties in order to support license revenue growth. Many such firms have similar, and often more established, relationships with our principal competitors. It is
possible that these and other third parties will not provide the level and quality of service required to meet the needs of our customers, or that we will not be able to maintain an effective, long-term relationship with these third parties.



If we lose key personnel or cannot hire enough qualified
personnel, it will adversely affect our ability to manage our business, develop new products and increase revenue.



We believe our future success will depend upon our ability to attract and retain highly skilled personnel, including our Chairman, Chief Executive Officer
and President, Alfred S. Chuang, other key members of management and other key technical employees. Competition for these types of employees is intense, and it is possible that we will not be able to retain our key employees and that we will not be
successful in attracting, assimilating and retaining qualified candidates in the future. In addition, as we seek to expand our global organization, the hiring of qualified sales, technical and support personnel has been, and will continue to be,
difficult due to the limited number of qualified professionals. Failure to attract, assimilate and retain key personnel, and to promptly replace key members of management who have resigned, would have a material adverse effect on our business,
results of operations and financial condition.



Third
parties could assert that our software products and services infringe their intellectual property rights, which could expose us to increased costs and litigation.



We have been and continue to be subject to legal proceedings and claims that arise in the ordinary course of our business,
including claims currently being asserted that our products infringe certain patent rights, such as the claims alleged by Software AG and Software AG, Inc. See Item 1 in Part II entitled Legal Proceedings for a discussion of the Software
AG and Software AG, Inc. matters. It is possible that third parties, including competitors, technology partners, and other technology companies, could successfully claim that our current or future products, whether developed internally or acquired,
infringe their rights, including their trade secret, copyright and patent rights. These types of claims, with or without merit, can cause costly litigation that absorbs significant management time, as well as impede our sales efforts due to any
uncertainty as to the outcome, all of which could materially adversely affect our business, operating results and financial condition. These types of claims, with or without merit, could also cause us to pay substantial damages or settlement
amounts, cease offering of any subject technology or products altogether, require us to enter into royalty or license agreements, compel us to license software under unfavorable terms, and damage our ability to sell products due to any uncertainty
generated as to intellectual property ownership. If required, we may not be able to obtain such royalty or license agreements, or obtain them on terms acceptable to us, which could have a material adverse effect upon our business, operating results
and financial condition, particularly if we are unable to ship key products.



The price of our common stock may fluctuate significantly.



The market price for our common stock may be affected by a number of factors, including developments in the Internet, changes in the software or
technology industry, general market and economic conditions, further terrorist activities, military actions in Iraq and the Middle East in general, geopolitical instability on the Korean peninsula and other parts of Asia, and other factors,
including factors unrelated to our operating performance or our competitors operating performance. In addition, BEA and many other companies in the Internet, technology and emerging growth sectors have experienced wide fluctuations in their
stock prices, including recent rapid rises and declines that often have not been directly related to the operating performance of such companies. Such factors and fluctuations, as well as general economic, political and market conditions, such as
recessions, may



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materially adversely affect the market price of our common stock. Our fluctuating stock price also carries other risks, including the increased risk of
shareholder litigation. For example, following the drop of our stock price in May 2004, BEA and a number of our officers and directors were named in class and derivative lawsuits. These or other similar suits could divert managements attention
from our business and have an adverse effect on our financial results and operations.



Because the technological, market and industry conditions in our business can change very rapidly, if we do not successfully adapt our products to these changes, our revenue and profits will be harmed.



The market for our products and services is highly
fragmented, competitive with alternative computing architectures, and characterized by continuing technological developments, evolving and competing 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 result in a decline in the markets for our existing products or render them obsolete and unmarketable. As a result, our success depends upon our ability
to timely and effectively enhance existing products (such as our WebLogic Server products and Web Services features), respond to changing customer requirements, and develop and introduce in a timely manner new products and initiatives (such as our
WebLogic Platform 8.1, WebLogic Integration 8.1, WebLogic Workshop 8.1, WebLogic Liquid Data 8.1 and WebLogic Portal 8.1 products and our solutions frameworks initiatives) that keep pace with technological and market developments and emerging
industry standards. In addition, the widespread continued adoption of Java technologies and standards is critical to driving sales of our products because they operate in a Java-based environment. The widespread acceptance of Microsofts .NET
technologies, which competes with Java-based environments and technologies, could curtail the use of Java. A decline in the ability or willingness of Sun Microsystems, Inc., the creator and licensor of a substantial portion of the basic technologies
and standards comprising Java, to devote resources to promote and facilitate the adoption and further development of Java technologies and standards, as well as to make these Java technologies and standards available on sufficiently favorable terms,
could also curtail the use of Java by the software industry, including us. If the rate of adoption of Java technologies and standards were to slow or decline, and we were unable to successfully adapt our products to other technologies and standards,
it would adversely affect the sales of our products and services. It is possible that our products will not adequately address the changing needs of the marketplace and that we will not be successful in developing and marketing enhancements to our
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,
or lack of customer acceptance of our products, will materially and adversely affect our business, results of operations and financial condition. In addition, our success is increasingly dependent on our strategic partners ability to
successfully develop and integrate their software with the BEA products with which it interoperates or is bundled, integrated or marketed. If their software performs poorly, contains errors or defects or is otherwise unreliable, or does not provide
the features and benefits expected or required, it could lower the demand for our solutions and our products and services, result in negative publicity or loss of our reputation, and adversely affect our revenues and other operating results.



We could report a net loss again.



We first reported significant net income under generally accepted accounting
principles for the quarter ended July 31, 2000. However, despite this, we subsequently reported a net loss for the quarter ended October 31, 2001. This was due in part to the asset impairment charges of $80.1 million related to prior acquisitions.
We also implemented a planned consolidation of various facilities and a planned reduction in work force of approximately 10 percent in the third and fourth quarters of our fiscal year ended January 31, 2002 and took charges of $20.7 million and
$19.8 million, respectively, related to these actions. Because of such factors as our limited operating history and on-going expenses associated with our prior acquisitions, the possibility of future impairment charges and the possibility of future
charges related to any future facilities consolidation or work force reductions, we may again experience net losses in future periods. In addition, if we are required by the currently proposed FASB statement to expense stock option grants for fiscal
periods commencing after June 15, 2005, we would have significant accounting charges which would likely cause us to experience net losses.



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If the markets for application servers, application platform, application integration and related
application infrastructure software and Web services declines or do not grow as quickly as we expect, our revenues will be harmed.



We sell our products and services in the application server, application platform, application integration and related application infrastructure markets.
These markets are evolving and are characterized by continuing technological developments, evolving industry standards and changing customer requirements. Our success is dependent in large part on acceptance of our products by large customers with
substantial legacy mainframe systems, customers establishing or building out their presence on the Web for commerce, and developers of Web-based commerce applications. Our future financial performance will depend in large part on the continued
growth in the use of the Web to run software applications and continued growth in the number of companies extending their mainframe-based, mission-critical applications to an enterprise-wide distributed computing environment and to the Internet
through the use of application server and integration technology. The markets for application server, application platform, and integration technology and related services may not grow and could decline. Even if they do grow, they may grow more
slowly than we anticipate, particularly in view of the recent economic downturn affecting the technology sector in the United States, Asia and Europe. If these markets fail to grow, grow more slowly than we currently anticipate, or decline, our
business, results of operations and financial condition will be adversely affected.



If our products contain software defects, it could harm our revenues and expose us to litigation.



The software products we offer are internally complex and, despite extensive testing and quality control, may contain errors or defects, especially when
we first introduce them. We may need to issue corrective releases of our software products to fix any defects or errors. Any defects or errors could also cause damage to our reputation and result in loss of revenues, product returns or order
cancellations, or lack of market acceptance of our products. Accordingly, any defects or errors could have a material and adverse effect on our business, results of operations and financial condition. These risks are all particularly acute with
regard to major new product releases, such as WebLogic Platform 8.1, which was introduced in July 2003.



Our license agreements with our customers typically contain provisions designed to limit our exposure to potential product liability claims. It is
possible, however, that the limitation of liability provisions contained in our 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 we have
not experienced any product liability claims to date, sale and support of our products entails the risk of such claims, which could be substantial in light of our customers use of such products in mission-critical applications. If a claimant
brings a product liability claim against us, it could have a material adverse effect on our business, results of operations and financial condition. Our products interoperate with many parts of complicated computer systems, such as mainframes,
servers, personal computers, application software, databases, operating systems and data transformation software. Failure of any one of these parts could cause all or large parts of computer systems to fail. In such circumstances, it may be
difficult to determine which part failed, and it is likely that customers will bring a lawsuit against several suppliers. Even if our software is not at fault, we could suffer material expense and material diversion of management time in defending
any such lawsuits.



If we cannot successfully integrate our
past and future acquisitions, our revenues may decline and expenses may increase.



From our inception in January 1995, we have made a substantial number of strategic acquisitions. In connection with acquisitions completed prior to July 31, 2004, we recorded approximately $389.3 million as intangible
assets and goodwill of which approximately $326.6 million has been amortized or written off as of October 31,2004. In the third quarter of fiscal 2002, we recorded asset impairment charges totaling $80.1 million against certain acquired
intangible assets and goodwill. If future events cause additional impairment of any intangible assets acquired in our past or future acquisitions, we may have to record additional charges relating to such assets sooner than we expect which would
cause our profits to decline. In addition, integration of acquired



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companies, divisions and products involves the assimilation of potentially conflicting operations and products, which diverts the attention of our management
team and may have a material adverse effect on our operating results in future quarters. It is possible that we may not achieve any of the intended financial or strategic benefits of these transactions. While we intend to make additional
acquisitions in the future, there may not be suitable companies, divisions or products available for acquisition. Our acquisitions entail numerous risks, including the risk that we will not successfully assimilate the acquired operations and
products, retain key employees of the acquired operations, or execute successfully the product development strategy driving the acquisition. There are also risks relating to the diversion of our managements attention, and difficulties and
uncertainties in our ability to maintain the key business relationships that we or the acquired entities have established. In addition, we may have product liability or intellectual property liability associated with the sale of the acquired
companys products. Acquisitions also expose us to the risk of claims by terminated employees, from shareholders of the acquired companies or other third parties related to the transaction. Finally, if we undertake future acquisitions, we may
issue dilutive securities, assume or incur additional debt obligations, incur large one-time expenses, utilize substantial portions of our cash, and acquire intangible assets that would result in significant future amortization expense. Any of these
events could have a material adverse effect on our business, operating results and financial condition.



On June 29, 2001, the FASB eliminated pooling of interests accounting for acquisitions. The effect of this change could be to increase the portion of the
purchase price for any future acquisitions that must be charged to our cost of revenues and operating expenses in the periods following any such acquisitions. As a consequence, our results of operations in periods following any such acquisition
could be materially adversely affected. Although these changes will not directly affect the purchase price for any of these acquisitions, they will have the effect of increasing the reported expenses associated with any of these acquisitions. To
that extent, these changes may make it more difficult for us to acquire other companies, product lines or technologies. Also on June 29, 2001, the FASB pronounced under Statement of Financial Accounting Standards No. 142, Goodwill and Other
Intangible Assets(FAS 142) that purchased goodwill should not be amortized, but rather, should be periodically reviewed for impairment. Such impairment could be caused by internal factors as well as external factors beyond our
control. The FASB has further determined that at the time goodwill is considered impaired, an amount equal to the impairment loss should be charged as an operating expense in the statement of operations. The timing of such an impairment (if any) of
goodwill acquired in past and future transactions is uncertain and difficult to predict. Our results of operations in periods following any such impairment could be materially adversely affected. We are required to determine whether goodwill and any
assets acquired in past acquisitions have been impaired in accordance with FAS 142 and, if so, charge such impairment as an expense. In the quarter ended October 31, 2001, we took an asset impairment charge of $80.1 million related to past
acquisitions. We have remaining net goodwill and net acquired intangible assets of approximately $62.7 million at October 31, 2004, so if we are required to take such additional impairment charges, the amounts could have a material adverse effect on
our results of operations.



If we fail to adequately protect
our intellectual property rights, competitors may use our technology and trademarks, which could weaken our competitive position, reduce our revenues and increase our costs.



Our success depends upon our proprietary technology. We rely on a combination of patent, copyright, trademark and trade
secret rights, confidentiality procedures and licensing arrangements to establish and protect our proprietary rights. It is possible that other companies could successfully challenge the validity or scope of our patents and that our patents may not
provide a competitive advantage to us. As part of our confidentiality procedures, we generally enter into non-disclosure agreements with our employees, distributors and corporate partners and into license agreements with respect to our software,
documentation and other proprietary information. Despite these precautions, third parties could copy or otherwise obtain and use our products or technology without authorization, or develop similar technology independently. In particular, we have,
in the past, provided certain hardware OEMs with access to our source code, and any unauthorized publication or proliferation of our source code could materially adversely affect our business, operating results and financial condition. It is
difficult for us to police unauthorized use of our products, and although we are unable to



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determine the extent to which piracy of our software products exists, software piracy is a persistent problem. Effective protection of intellectual property
rights is unavailable or limited in certain foreign countries. The protection of our proprietary rights may not be adequate and our competitors could independently develop similar technology, duplicate our products, or design around patents and
other intellectual property rights that we hold.



If we are
unable to manage growth, our business will suffer.



We
have experienced substantial growth since our inception in 1995 that has placed a strain on our administrative and operational infrastructure. Overall, we have increased the number of our employees from 120 employees in three offices in the United
States at January 31, 1996 to approximately 3,172 employees in 75 offices in 36 countries at October 31, 2004. Our ability to manage our staff and growth effectively requires us to continue to improve our operational, financial, disclosure and
management controls, reporting systems and procedures, and information technology infrastructure, particularly in light of the enactment of the Sarbanes-Oxley Act of 2002 and related regulations. In this regard, we are continuing to update our
management information systems to integrate financial and other reporting among our multiple domestic and foreign offices. In addition, we may continue to increase our staff worldwide and continue to improve the financial reporting and controls for
our global operations. We are also continuing to develop and roll out information technology initiatives. It is possible that we will not be able to successfully implement improvements to our management information, control systems, reporting
systems and information technology infrastructure in an efficient or timely manner and that, during the course of this implementation, we could discover deficiencies in existing systems and controls, as well as past errors resulting there from. If
we are unable to manage growth effectively, our business, results of operations and financial condition will be materially adversely affected.



We could incur substantial charges to our consolidated statement of operations if we were to commit to a plan to sell and take related actions with
regard to the 40-acre parcel of land in San Jose, California that is recorded on our balance sheet.



We purchased a 40-acre parcel of land adjacent to our current corporate headquarters in San Jose (the San Jose Land) to construct additional
corporate offices and research and development facilities; however, we have suspended our construction initiatives. The San Jose land is treated as a held and used asset. If management were to commit to a plan to sell the San Jose land, the plan was
put in motion and the sale of the San Jose land was probable, the San Jose land may then meet the criteria to be treated as a held for sale asset and, if the San Jose lands fair market value at that time was less than the carrying
value of $306.6 million, we would have to write-down the carrying value of the San Jose land, which could result in substantial charges to our consolidated statement of operations of up to the carrying value of $306.6 million. We will assess the San
Jose land for impairment under Statement of Financial Accounting Standards No. 144, Accounting for the Impairment and Disposal of Long-Lived Assets(FAS 144), at least annually or whenever events or circumstances indicate that the
value of the San Jose land may be permanently impaired. In accordance with FAS 144, if we determine that one or more impairment indicators are present, indicating the carrying amount may not be recoverable, the carrying amount of the asset would be
compared to net future undiscounted cash flows that the asset, or the relevant asset grouping, is expected to generate. If the carrying amount of the asset is greater than the net future undiscounted cash flows that the asset is expected to
generate, the fair value would be compared to the carrying value of the asset. If the fair value is less than the carrying value, an impairment loss would be recognized. The impairment loss would be the excess of the carrying amount of the asset
over its fair value. To date, no impairment losses on the land have been recorded under FAS 144, however there can be no assurance that we will not be required to record a substantial impairment charge related to the San Jose land of up to
$306.6 million if events or circumstances change and we determine that the value of the San Jose land is impaired under FAS 144.



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We have been named as a party to several shareholder class action and derivative action lawsuits, and
we may be named in additional litigation, all of which could require significant management time and attention and result in significant legal expenses. An unfavorable outcome in one or more of these lawsuits could have a material adverse effect on
our business, financial condition, results of operations and cash flows.



Beginning on June 9, 2004, several purported Company shareholder class action complaints were filed in the United States District Court for the Northern District of California against the Company and several of our
officers. The actions were purportedly brought on behalf of purchasers of our publicly-traded securities from November 13, 2003, through May 13, 2004 (the Class Actions). The consolidated complaint filed by the lead plaintiff generally
alleges that defendants made false statements about our operating results and business, while concealing material information. The plaintiffs seek unspecified monetary damages.



Beginning on June 15, 2004 several derivative lawsuits were filed by purported Company shareholders in the United States
District Court for the Northern District of California and the Superior Court of California, Santa Clara County. The complaints name certain of the Companys present and former officers and directors as defendants and name the Company as a
nominal defendant. These complaints are based on the same facts and circumstances as the Class Actions and generally allege that the named directors and officers breached their fiduciary duties to the Company. The state court actions have been
stayed pending the outcome of the federal action. The expense of defending such litigation may be costly and divert managements attention from the day-to-day operations of our business, which could adversely affect our business, results of
operations and cash flows. In addition, an unfavorable outcome in such litigation could have a material adverse effect on our business, results of operations and cash flows.



We have a high debt balance and large interest obligations, which constrict our liquidity and could result in substantial
future expenses and substantial cash outflows.



At October
31, 2004,we had approximately $550 million of convertible notes outstanding and long term debt of $215 million. As a result of this indebtedness, we have substantial principal and interest payment obligations. The degree to which we are
leveraged could significantly harm our ability to obtain financing for working capital, acquisitions or other purposes and could make us more vulnerable to industry downturns and competitive pressures. Our ability to meet our debt service
obligations will be dependent upon our future performance, which will be subject to financial, business and other factors affecting our operations, many of which are beyond our control.



We will require substantial amounts of cash to fund scheduled payments of principal and interest on the convertible notes,
the notes payable, and other indebtedness, future capital expenditures, payments on our operating leases and any increased working capital requirements. To the extent our stock price does not exceed $48.51 per share by December 2004, or does not
exceed $34.65 per share between December 2004 and December 2006, for a requisite number of trading days to permit us to effectively force the conversion of the notes, we will be required to pay $550 million to repay the convertible notes in December
2006. If we are unable to meet our cash requirements out of cash flow from operations, there can be no assurance that we will be able to obtain alternative financing. In the absence of such financing, our ability to respond to changing business and
economic conditions, to make future acquisitions, to absorb adverse operating results or to fund capital expenditures or increased working capital requirements would be significantly reduced. If we do not generate sufficient cash flow from
operations to repay the convertible notes and the notes payable at maturity, we could attempt to refinance these debt obligations, however, no assurance can be given that such a refinancing would be available on terms acceptable to us, if at all.
Any failure by us to satisfy our obligations with respect to these debt obligations at maturity (with respect to payments of principal) or prior thereto (with respect to payments of interest or required repurchases) would constitute a default.



We have adopted a preferred stock rights plan which has
anti-takeover effects.



We have implemented a preferred
stock rights plan. The plan has the anti-takeover effect of causing substantial dilution to a person or group that attempts to acquire us on terms not approved by our Board of



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Directors. The existence of the plan could limit the price that certain investors might be willing to pay in the future for shares of our common stock and
could discourage, delay or prevent a merger or acquisition that a stockholder may consider favorable.



ITEM 3.Quantitative and Qualitative Disclosure About Market Risks



Foreign Exchange



Our revenues originating outside the Americas were 50.1 percent 45.9 percent for the three months ended October 31, 2004 and 50.3 percent and 45.6 percent
of total revenues in the nine months ended October 31, 2004 and 2003, respectively. International revenues from each individual country outside of the United States were less than 10 percent of the total revenues in the three and nine months ended
October 31, 2004 with the exception of United Kingdom with $31.0 million or 11.7 percent and $99.0 million or 12.5 percent, respectively. International revenues from each individual country outside of the United States were less than 10 percent of
the total revenues in the nine months ended October 31, 2003 with the exception of United Kingdom with $75.5 million or 10.3 percent. International sales were made mostly from our foreign sales subsidiaries in the local countries and are typically
denominated in the local currency of each country. These subsidiaries also incur most of their expenses in the local currency. Accordingly, foreign subsidiaries use the local currency as their functional currency.



Our international operations are subject to risks typical of an international
business, including, but not limited to, differing economic conditions, changes in political climate, differing tax structures, export license restrictions, other regulations and restrictions, and foreign exchange volatility. Accordingly, our future
results could be materially adversely impacted by changes in these or other factors.



Our exposure to foreign exchange rate fluctuations arises in part from intercompany accounts between our parent company in the United States and our foreign subsidiaries. These intercompany accounts are typically
denominated in the functional currency of the foreign subsidiary in order to centralize foreign exchange risk. We are also exposed to foreign exchange rate fluctuations as the financial results of foreign subsidiaries are translated into U.S.
dollars for consolidation purposes. As exchange rates vary, these results, when translated, may vary from expectations and may adversely impact overall financial results.



We have a program to reduce the effect of foreign exchange gains and losses from recorded foreign currency-denominated
monetary assets and liabilities. This program involves the use of forward foreign exchange contracts in certain European, Asian and Latin and North American currencies. A forward foreign exchange contract obligates us to exchange predetermined
amounts of specified foreign currencies at specified exchange rates on specified dates or to make an equivalent U.S. dollar payment equal to the value of such exchange. Under this program, foreign currency gains and losses due to exchange rate
fluctuations are partially offset by gains and losses on the forward contracts. We do not use foreign currency contracts for speculative or trading purposes. All outstanding forward contracts are marked-to-market on a monthly basis with gains and
losses included in interest and other, net. Net gains (losses) resulting from foreign currency transactions and hedging foreign currency transactions were approximately $0.7 million and ($0.2 million) for the three months ended October 31, 2004 and
2003, respectively. Net gains (losses) resulting from foreign currency transactions and hedging foreign currency transactions were approximately ($1.1 million) and $0.8 million for the nine months ended October 31, 2004 and 2003, respectively.



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Our outstanding forward contracts as of October 31, 2004 are presented in the table below. This table
presents the net notional amount in U.S. dollars using spot exchange rates in October 2004 and the weighted average contractual foreign currency exchange rates. Notional weighted average exchange rates are quoted using market conventions where the
currency is expressed in units per U.S. dollar. All of these forward contracts mature within 92 days or less as of October 31, 2004. Net forward sales of foreign currency are stated as a positive net notional amount and net forward purchases of
foreign currency are stated as a negative net notional amount.



|                                      |  |                    |         |   |                                        |         
|------------------------------------- |  | ------------------ | ------- | - | -------------------------------------- | --------
|                                      |  | Net notionalamount |         |   | Notional weighted average exchangerate
|                                      |  | (in thousands)     |         |   |                                       
|Functional CurrencyU.S. Dollar       |  |                    |         |   |                                        |         
|Australian dollars                    |  | $                  | (2,700  | ) |                                        | 1.402   
|Brazilian reals                       |  |                    | (2,800  | ) |                                        | 3.133   
|British pounds                        |  |                    | 10,600  |   |                                        | 0.557   
|Canadian dollars                      |  |                    | 6,800   |   |                                        | 1.306   
|Danish kroners                        |  |                    | 800     |   |                                        | 5.974   
|Euros                                 |  |                    | (74,500 | ) |                                        | 0.810   
|Israeli shekels                       |  |                    | 5,200   |   |                                        | 4.563   
|Japanese yen                          |  |                    | (13,400 | ) |                                        | 108.140 
|Korean won                            |  |                    | (14,000 | ) |                                        | 1159.080
|New Zealand dollars                   |  |                    | (5,900  | ) |                                        | 1.526   
|Singapore dollars                     |  |                    | (4,800  | ) |                                        | 1.700   
|Swedish krona                         |  |                    | 3,600   |   |                                        | 7.416   
|Swiss francs                          |  |                    | 3,400   |   |                                        | 1.241   
|                                      |  |                    |         |   |                                        |         
|Total                                 |  |                    | (87,700 | ) |                                        |         
|                                      |  |                    |         |   |                                        |         
|Functional CurrencyEURO              |  |                    |         |   |                                        |         
|British pounds                        |  |                    | (900    | ) |                                        | 0.559   
|Danish kroner                         |  |                    | 1,300   |   |                                        | 6.110   
|Israeli shekels                       |  |                    | (5,800  | ) |                                        | 4.623   
|Swedish krona                         |  |                    | (1,100  | ) |                                        | 7.445   
|Swiss franc                           |  |                    | (2,000  | ) |                                        | 1.258   
|                                      |  |                    |         |   |                                        |         
|Total                                 |  |                    | (8,500  | ) |                                        |         
|                                      |  |                    |         |   |                                        |         
|Functional CurrencyAustralian Dollar |  |                    |         |   |                                        |         
|New Zealand dollars                   |  |                    | 2,200   |   |                                        | 1.503   
|Singapore dollars                     |  |                    | 5,200   |   |                                        | 1.688   
|                                      |  |                    |         |   |                                        |         
|Total                                 |  |                    | 7,400   |   |                                        |         
|                                      |  |                    |         |   |                                        |         
|Grand total                           |  | $                  | (88,800 | ) |                                        |         
|                                      |  |                    |         |   |                                        |         



Interest Rates



We invest our cash in a variety of financial instruments, consisting
principally of investments in commercial paper, interest bearing demand deposit accounts with financial institutions, money market funds, highly liquid debt securities of corporations, municipalities and the U.S. Government. These investments are
denominated in U.S. dollars. Cash balances in foreign currencies overseas are operating balances and are primarily invested in interest-bearing bank accounts and money market funds at the local operating banks.



We account for our investment instruments in accordance with Statement of
Financial Accounting Standards No. 115, Accounting for Certain Investments in Debt and Equity Securities(FAS 115). All of the cash



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equivalents, short-term investments and short and long-term restricted cash are treated as available-for sale under FAS 115. Investments in both
fixed rate and floating rate interest earning instruments carry a degree of interest rate risk. Fixed rate securities may have their market value adversely impacted due to a rise in interest rates, while floating rate securities may produce less
income than expected if interest rates fall. Due in part to these factors, our future investment income may fall short of expectations due to changes in interest rates or we may suffer losses in principal if forced to sell securities that have seen
a decline in market value due to changes in interest rates. However, we reduce our interest rate risk by investing our cash in instruments with remaining time to maturity of less than two years. As of October 31, 2004, the average holding period
until maturity of our cash equivalents, short and long-term restricted cash, short and long-term investments was approximately 208 days. The table below presents the principal amount and related weighted average interest rates for our investment
portfolio. Short-term investments are all in fixed rate instruments.



Table of investment securities (in thousands) at October 31, 2004.



|                                                |  |            |           |                     |      |  
|----------------------------------------------- |  | ---------- | --------- | ------------------- | ---- | -
|                                                |  | Fair value |           | Averageinterestrate |     
|Cash equivalents                                |  | $          | 529,475   |                     | 1.72 | %
|Short-term investments (0-1 year)               |  |            | 590,488   |                     | 2.06 | %
|Short-term investments (1-2 years)              |  |            | 257,832   |                     | 1.77 | %
|Short-term restricted cash (0-1 year)           |  |            | 1,633     |                     | 1.86 | %
|Long-term restricted cash (0-1 year)            |  |            | 4,130     |                     | 1.86 | %
|                                                |  |            |           |                     |      |  
|Total cash equivalent and investment securities |  |            | 1,383,558 |                     |      |  
|                                                |  |            |           |                     |      |  



We are exposed to
changes in short-term interest rates through the notes payable of $215.0 million, which bears a variable short-term interest rate based on the London Interbank Offering Rate (LIBOR). The effective annual interest rate on this debt was
approximately 3.2 percent as of October 31, 2004. The annual interest expense on this debt will fluctuate from time to time depending on changes in LIBOR and changes in our financial position as specified in the lease agreement. A 1.0 percent (100
basis point) increase in LIBOR will generate an increase in annual interest expense of approximately $2.2 million. We are also exposed to changes in short-term interest rates through our invested balances of cash equivalents, restricted cash and
short-term investments, the yields on which will fluctuate with changes in short-term interest rates. A 1.0 percent (100 basis point) decrease in short-term interest rates would result in an annual reduction of interest income of approximately $10.9
million. The annual interest rate on our $550 million convertible notes is fixed at 4.0 percent through the maturity date in December 2006.



ITEM 4.Controls and Procedures



Evaluation of our Disclosure Controls and Internal Controls.



As of the end of the period covered by this report, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures
and our internal controls and procedures for financial reporting. This controls evaluation was done under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer. Rules adopted by
the Securities and Exchange Commission (SEC) require that in this section of the Quarterly Report on Form 10-Q, we present the conclusions of the Chief Executive Officer (CEO) and the Chief Financial Officer (CFO)
about the effectiveness of our disclosure controls and internal controls based on and as of the date of the controls evaluation.



CEO and CFO Certifications.



Included as exhibits to this Quarterly Report on Form 10-Q, there are Certifications of the Chief Executive Officer and the Chief Financial
Officer. The first form of Certification is required in accordance with



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Section 302 of the Sarbanes-Oxley Act of 2002. This section of the Quarterly Report contains the information concerning the controls evaluation referred to
in the Section 302 Certifications and this information should be read in conjunction with the Section 302 Certifications for a more complete understanding of the topics presented.



Disclosure Controls and Internal Controls.



Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed
under the Securities Exchange Act of 1934 (Exchange Act) such as this Quarterly Report, is recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms. Disclosure controls are also
designed with the objective of ensuring that such information is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required
disclosure. Internal controls are procedures which are designed with the objective of providing reasonable assurance that our transactions are properly authorized, our assets are safeguarded against unauthorized or improper use and our transactions
are properly recorded and reported, all to permit the preparation of our financial statements in conformity with generally accepted accounting principles.



Limitations on the Effectiveness of Controls.



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



Scope of the Controls Evaluation.



The evaluation of our disclosure controls and our internal controls by our
Chief Executive Officer and our Chief Financial Officer included a review of the controls objectives and design, the controls implementation by us and the effect of the controls on the information generated for use in this Quarterly
Report on Form 10-Q. In accordance with SEC requirements, our Chief Executive Officer and our Chief Financial Officer note that, since the date of the controls evaluation to the date of this Quarterly Report, there have been no significant changes
in our internal controls or in other factors that could significantly affect our internal controls.



Conclusions.



Based
upon the controls evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that, subject to the limitations noted above, our disclosure controls are effective to ensure that material information relating to the company
is made known to management, including our Chief Executive Officer and our Chief Financial Officer, particularly during the period when our periodic reports are being prepared, and that our internal controls are effective to provide reasonable
assurance that our financial statements are fairly presented in conformity with generally accepted accounting principles.



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PART II.    OTHER INFORMATION



ITEM 1.Legal Proceedings



Beginning on June 9, 2004, several purported Company shareholder class action complaints were filed in the United States District Court for the Northern
District of California against the Company and several of our officers. The actions were purportedly brought on behalf of purchasers of our publicly-traded securities from November 13, 2003 through May 13, 2004 (the Class Action). The
consolidated complaint filed by the lead plaintiff generally alleges that defendants made false statements about our operating results and business, while concealing material information. The plaintiffs seek unspecified monetary damages. Beginning
on June 15, 2004, several derivative lawsuits were filed by purported Company shareholders in the United States District Court for the Northern District of California and the Superior Court of California, Santa Clara County. The complaints name
certain of the Companys present and former officers and directors as defendants and name the Company as a nominal defendant. These complaints are based on the same facts and circumstances as the Class Actions and generally allege that the
named directors and offices breached their fiduciary duties to the Company. The state court actions have been stayed pending the outcome of the federal action. Notice of these matters has been given to our insurers.



In 2003, Software AG and its domestic subsidiary filed a complaint against us
in the United States District Court for the District of Delaware alleging that certain of our products, including WebLogic Server, WebLogic Integration and WebLogic Workshop infringe U.S. Patent No. 5,329,619 held by Software AG and its domestic
subsidiary. Software AGs complaint sought unspecified monetary damages and an injunction against infringement. In 2003, we counterclaimed against Software AG requesting a declaratory judgment of noninfringement, invalidity and inequitable
conduct by Software AG. In addition, on September 9, 2004, a Markman hearing was held. A trial date of May 2, 2005 has been set.



On November 29, 2004, we filed a complaint against Software AG and Software AG, Inc. in the United States District Court for the Eastern District of
Virginia alleging that certain products of Software AG and Software AG, Inc. infringe US. Patent No. 6,115,744 held by us.



ITEM 2.Unregistered Sales of Equity Securities and Use of Proceeds



Stock Repurchases:



The following table summaries our stock repurchase activity including broker commissions for the three months ended October 31, 2004



|                              |  |                                                               |  |                                            |                |                                                                                                               |              |                                                                                                  |   |              
|----------------------------- |  | ------------------------------------------------------------- |  | ------------------------------------------ | -------------- | ------------------------------------------------------------------------------------------------------------- | ------------ | ------------------------------------------------------------------------------------------------ | - | -------------
|Period                        |  | (a) Total Number of Shares (or UnitsPurchased) (in thousands) |  | (b) Average Price Paid per Share (or Unit) |                | (c) Total Number of Shares (or Units) Purchased as Part of PubliclyAnnounced Plans or Programs (in thousands) |              | (d) Maximum Dollar Value of Shares that May Yet Be Purchased Under the Share Repurchase Program1
|Month #1 August 1-31, 2004    |  | 5,397 shares                                                  |  | $                                          | 6.69 per share |                                                                                                               | 5,397 shares |                                                                                                  | $ | 200.5 million
|Month #2 September 1-30, 2004 |  | 3,588 shares                                                  |  | $                                          | 7.01 per share |                                                                                                               | 3,588 shares |                                                                                                  | $ | 175.4 million
|Month #3 October 1-31, 2004   |  |                                                              |  |                                            |               |                                                                                                               |             |                                                                                                  |   |             
|                              |  |                                                               |  |                                            |                |                                                                                                               |              |                                                                                                  |   |              
|Total                         |  | 8,985 shares                                                  |  |                                            |               |                                                                                                               | 8,985 shares |                                                                                                  | $ | 175.4 million
|                              |  |                                                               |  |                                            |                |                                                                                                               |              |                                                                                                  |   |              

---

|1 | In September 2001, the Board of Directors approved a share repurchase program for the Company to repurchase up to $100.0 million of its common stock (the Share
Repurchase Program). In March 2003, the Board of Directors approved a repurchase of up to an additional $100.0 million of our common stock under the Share Repurchase Program. In May 2004, the Board of Directors approved a repurchase of up to
an additional $200.0 million of our common stock under the Share Repurchase Program. The Share Repurchase Program does not have an expiration date.
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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ITEM 5.Other Information



BEAs independent auditor, Ernst & Young LLP (E&Y), has recently advised the Audit Committee of BEAs Board of Directors
that certain cash handling services performed for BEA subsidiaries by E&Y affiliates in China and Korea have raised questions regarding E&Ys independence with respect to its performance of audit services. These services are not
permitted under the auditor independence rules. E&Y has informed the Company and its Audit Committee that it has concluded that the services performed have not impaired its independence with respect to performance of its audit services. The
Company and its Audit Committee have considered the impact the providing of these services may have had on Ernst & Youngs independence with respect to the Company and concluded there has been no impairment of Ernst & Youngs
independence. The fees over the period the services were provided (October 1997 through June 2003) totaled approximately $188,000. The services have been discontinued.



ITEM 6.Exhibits and Reports on Form 8-K



(a)Exhibits:



|              |  |                                                                                                                                                                                                                                       
|------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibitnumber |  | Description                                                                                                                                                                                                                           
|              | 
|3.1           |  | Form of Registrants Amended and Restated Certificate of Incorporation (1).                                                                                                                                                           
|              | 
|3.2           |  | Registrants Amended and Restated Bylaws (2).                                                                                                                                                                                         
|              | 
|10.1          |  | Form of Restricted Stock Purchase Award Agreement between Registrant and Tom Ashburn.                                                                                                                                                 
|              | 
|10.2          |  | Form of Restricted Stock Purchase Award Agreement between Registrant and Wai Wong.                                                                                                                                                    
|              | 
|10.3          |  | Forms of Restricted Stock Purchase Award Agreements.                                                                                                                                                                                  
|              | 
|10.4          |  | Form of Credit Agreement among BEA Systems, Inc., certain lenders named in such agreement, Keybank National Association, Wells Fargo Bank, N.A., ABN Amro Bank N.V., Bank of America, N.A., and
Comerica Bank, dated October 12, 2004.
|              | 
|10.5          |  | Form of Performance Unit Award Agreement between Registrant and Mark Dentinger.                                                                                                                                                       
|              | 
|31.1          |  | Certification of Alfred S. Chuang, Chief Executive Officer, Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                 
|              | 
|31.2          |  | Certification of William M. Klein, Chief Financial Officer, Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                 
|              | 
|32.1          |  | Certification of Alfred S. Chuang, Chief Executive Officer, Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                 
|              | 
|32.2          |  | Certification of William M. Klein, Chief Financial Officer, Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                 

---

|(1) | Incorporated by reference to such exhibit as filed in the Registrants Annual Report on Form 10-K, filed May 1, 2000.
|--- | ---------------------------------------------------------------------------------------------------------------------

|(2) | Incorporated by reference to such exhibit as filed in the Registrants Quarterly Report on Form 10-Q, filed December 16, 2002.
|--- | ------------------------------------------------------------------------------------------------------------------------------



(b)Reports on Form 8-K:



On August 3, 2004, the Registrant furnished a Current Report on Form 8-K
relating to the announcement of its preliminary expected results for its second quarter ended July 31, 2004.



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On August 12, 2004, the Registrant furnished a Current Report on Form 8-K relating to the announcement of
its preliminary results for its second quarter ended July 31, 2004.



On August 23, 2004, the Registrant filed a Current Report on Form 8-K relating to the resignation of Tod Nielsen, Executive Vice President and Chief Marketing Officer of the Registrant.



On October 15, 2004, the Registrant filed a Current Report on Form 8-K
regarding (i) the termination of that certain Amended and Restated Participation Agreement dated May 15, 2001, (ii) the termination of the certain Amended and Restated Master Lease dated May 15, 2001, and (iii) the entering into of a certain credit
facility agreement dated October 12, 2004.



On November 12,
2004, the Registrant furnished a Current Report on Form 8-K relating to the announcement of its preliminary results for its third quarter ended October 31, 2004.



On November 17, 2004, the Registrant furnished a Current Report on Form 8-K relating to the transcript of the conference
call relating to the announcement of its preliminary results for its third quarter ended October 31, 2004.



On November 22, 2004, the Registrant furnished a Current Report on Form 8-K relating to Performance Unit Award Agreement with Mark Dentinger, Senior Vice
President, Controller and Principal Accounting Officer of the Company.



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SIGNATURES



Pursuant to the
requirement 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.



BEA SYSTEMS, INC. (Registrant)/s/    WILLIAM M.
KLEINWilliam M. Klein Executive Vice President and Chief Financial Officer (Duly Authorized Officer and Principal
Financial Officer)




Dated:    December 9, 2004



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