UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

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

                   For the fiscal year ended December 31, 2001

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

                         Commission File Number: 0-26387

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

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

        655 West Evelyn Avenue, Suite 6, Mountain View, California 94041
          (Address of principal executive offices, including zip code)
                                 (650) 965-4842
              (Registrant's telephone number, including area code)

        Securities  registered  pursuant  to  Section  12(b)  of the  Act:  NONE

          Securities registered pursuant to Section 12(g) of the Act:
                         COMMON STOCK, $0.001 PAR VALUE


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 if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of Registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. ___

The   approximate   aggregate   market   value  of  the  common  stock  held  by
non-affiliates  of the Registrant,  based upon the last sale price of the Common
Stock  reported  on the  Nasdaq  National  Market,  as of March  15,  2002,  was
approximately $4,698,000.

The  number  of  shares of Common  Stock  outstanding  as of March 15,  2002 was
38,450,527

THE  COMPANY  HAS  FILED A FORM  12B-25  NOTIFICATION  OF LATE  FILING  WITH THE
SECURITIES AND EXCHANGE  COMMISSION TO DEFER DISCLOSURE FOR ITEMS 6, 7, 8 AND 14
(SELECTED  FINANCIAL  DATA;  MANAGEMENT'S  DISCUSSION  AND ANALYSIS OF FINANCIAL
CONDITION  AND RESULTS OF  OPERATIONS;  CONSOLIDATED  FINANCIAL  STATEMENTS  AND
SUPPLEMENTARY DATA; AND FINANCIAL STATEMENT  SCHEDULE),  PENDING RESOLUTION OF A
NO ACTION RELIEF REQUEST WITH THE SEC.


<PAGE>


                                 BE INCORPORATED

                             FORM 10-K ANNUAL REPORT

                            FOR THE FISCAL YEAR ENDED
                                DECEMBER 31, 2001

                                Table of Contents

PART I                                                                      page

Item 1.   Business.........................................................    3

Item 2.   Properties.......................................................    8

Item 3.   Legal Proceedings................................................    8

Item 4.   Submission of Matters to a Vote of Security Holders..............    9

PART II

Item 5.   Market for Registrants Common Equity and
          Related Stockholder Matters......................................   10

Item 6.   Selected Financial Data..........................................   11

Item 7. Management's  Discussion and Analysis of Financial Condition and
        Results of Operations................................................ 11

Item 8.   Consolidated Financial Statements and Supplementary Data.........   11

Item 9.   Changes in and Disagreements with Accountants on
          Accounting and Financial Disclosure..............................   11

PART III

Item 10.  Directors and Executive Officers of the Registrant...............   12

Item 11.  Executive Compensation...........................................   13

Item 12.  Security Ownership of Certain Beneficial Owners and Management...   18

Item 13.  Certain Relationships and Related Transactions...................   19

PART IV

Item 14.  Exhibits, Financial Statement Schedule and Reports on Form 8-K...   19

Signatures.................................................................   21


                                       2
<PAGE>


                                     PART I

ITEM 1.  BUSINESS


                           BUSINESS OF BE INCORPORATED

THE FOLLOWING DISCUSSION CONTAINS FORWARD-LOOKING STATEMENTS THAT HAVE BEEN MADE
PURSUANT TO THE PROVISIONS OF THE PRIVATE  SECURITIES  LITIGATION  REFORM ACT OF
1995.  SUCH  FORWARD-LOOKING  STATEMENTS ARE BASED ON OUR CURRENT  EXPECTATIONS,
ESTIMATES AND PROJECTIONS ABOUT THE COMPANY'S BUSINESS, MANAGEMENT'S BELIEFS AND
ASSUMPTIONS  MADE  BY  MANAGEMENT.   WORDS  SUCH  AS  "ANTICIPATES,"  "EXPECTS,"
"INTENDS," "PLANS," "BELIEVES," "SEEKS,"  "ESTIMATES,"  "LIKELY," AND VARIATIONS
OF  SUCH  WORDS  AND  SIMILAR   EXPRESSIONS   ARE  INTENDED  TO  IDENTIFY   SUCH
FORWARD-LOOKING  STATEMENTS.  THESE  STATEMENTS  ARE NOT  GUARANTEES  OF  FUTURE
PERFORMANCE AND ARE SUBJECT TO CERTAIN RISKS, UNCERTAINTIES AND ASSUMPTIONS THAT
ARE  DIFFICULT  TO PREDICT;  THEREFORE,  ACTUAL  RESULTS AND OUTCOMES MAY DIFFER
MATERIALLY  FROM WHAT IS EXPRESSED  OR  FORECASTED  IN ANY SUCH  FORWARD-LOOKING
STATEMENTS.  SUCH RISKS AND  UNCERTAINTIES  INCLUDE  THOSE SET FORTH BELOW UNDER
"FACTORS AFFECTING OUR BUSINESS,  OPERATING RESULTS AND FINANCIAL CONDITION" AND
OUR OTHER  PUBLIC  FILINGS  WITH THE  SECURITIES  AND  EXCHANGE  COMMISSION.  WE
UNDERTAKE  NO  OBLIGATION  TO UPDATE  PUBLICLY ANY  FORWARD-LOOKING  STATEMENTS,
WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE.


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

     Be's  software  solution  products  consisted  of (i)  BeIA:  the  Complete
Internet  Appliance  Solution  TM,  comprised of three  components:  BeIA Client
Platform,  BeIA  Management  and  Administration  Platform and BeIA  Integration
Services;  and (ii) BeOS,  our  operating  system  designed  for  digital  media
applications.  Prior to 1998,  Be had no revenues and our  operations  consisted
primarily of research and  development.  In December  1998, Be shipped the first
version of BeOS, our desktop  operating system targeted  primarily to end users.
Prior releases of BeOS were targeted  primarily to software  developers.  Having
experienced  losses and negative cash flow from operations since  inception,  in
the latter half of 1999 we began a review of our BeOS desktop  operating  system
business model and its potential to create stockholder value. As a result of the
barriers to entry and  intense  competition  in the market  relevant to the BeOS
operating system,  the then anticipated market for the BeIA operating system and
the limited  resources  available to Be for the development and marketing of its
products,  we  announced  our  intention  to shift our  primary  focus  from the
marketing and distribution of BeOS to the development,  marketing and deployment
of BeIA, our software solution intended for Internet appliances.

     While  we  were  initially  successful  in  2000 in  rapidly  entering  the
developing  Internet  appliance  market,  and  our  efforts  culminated  in  the
execution of a contract with Sony for its eVilla Network Entertainment Center in
early 2001, the Internet  appliance  market as a whole  unfortunately  failed to
materialize  as  anticipated.  Despite  our  efforts in the  Internet  appliance
market,  Be's  financial  difficulties  continued and we were unable to generate
revenues  sufficient to meet operating  expenses.  In April and July of 2001, we
substantially  reduced our workforce and announced the  elimination of our sales
and marketing departments in order to conserve resources.

     We undertook  extensive  activities since early 2000 to evaluate and pursue
financing  alternatives  for the company to allow for its  continuation  and the
creation of value for Be stockholders. We endeavored to obtain additional equity
capital from numerous sources.  Private placements with institutions,  funds and
private investors,  equity lines of credit and private placements with strategic
investors  were all  thoroughly  investigated.  By the end of March 2001, it was
clear no adequate  source of capital was  available  on terms  beneficial  to Be
stockholders.  Faced with this  reality,  our board of  directors  approved  the
exploration of strategic and financial  alternatives for maximizing  stockholder
value.  Alternatives  considered included,  but were not limited to, a merger or
similar business  combination,  an equity investment by a strategic investor, or
the sale of all or substantially all of the business or assets for stock or cash
in a transaction of the type ultimately entered into with Palm, Inc. ("Palm").

     Beginning in April 2001,  we worked with  professional  financial  advisors
with the  intent of  maximizing  the return of value to  stockholders  under the
circumstances.  We  conducted  an  extensive  search  for  potential  interested
parties,  directly contacted a number of these parties and discussed with them a
variety of  possible  transactions.  As part of this  effort,  we held  numerous
discussions and negotiations with third parties, including Palm, in an effort to
obtain  financing  necessary to the  continuation  or the potential sale of Be's
business.  Except for the proposed  transaction with Palm, these discussions did
not  result in any  acceptable  offers  and during  this  period  our  financial
resources continued to deteriorate.

                                       3
<PAGE>

     On August 16, 2001, our Board of Directors  unanimously adopted resolutions
approving the sale of  substantially  all Be's  intellectual  property and other
technology assets (the "Asset Sale") to ECA Subsidiary Acquisition  Corporation,
a Delaware corporation and an indirect wholly-owned  subsidiary of Palm pursuant
to an Asset  Purchase  Agreement  dated August 16, 2001, as amended on September
10, 2001 (the "Purchase  Agreement").  On October 9, 2001, we filed a definitive
proxy  statement  soliciting  stockholder  approval  for the Asset  Sale and the
dissolution  of the  Company  pursuant  to a plan of  dissolution  (the "Plan of
Dissolution").  The Plan of Dissolution  provides for the orderly liquidation of
Be's  remaining  assets,  the winding-up of Be's business and operations and the
dissolution  of the  Company.  In  accordance  with  the  terms  of the  Plan of
Dissolution,  Be will pay, or provide for the payment of, all of its liabilities
and  obligations  following  the  approval  of the  Board  to  proceed  with the
liquidation  and dissolution of the company.  If there are any remaining  assets
after the payment,  or the provision for payment,  of all of its liabilities and
obligations,  Be will then distribute such assets to its  stockholders in one or
more distributions.

     At a special  meeting  of  stockholders  held on  November  12,  2001,  the
stockholders  of Be  approved  the Asset Sale and the Plan of  Dissolution.  The
Asset Sale was  completed on November 13, 2001.  Under the terms of the Purchase
Agreement,  Be received an aggregate  of  4,104,478  shares of Palm common stock
valued at approximately $11,000,000 on the closing date of the transaction.

     On January 16,  2002,  we  liquidated  the vast  majority of our  remaining
equipment  and hard assets by selling our  remaining  inventory,  equipment  and
other assets at auction.  Proceeds  from this sale as well as the  consideration
received  from the sale of Palm stock  received  under the terms of the Purchase
Agreement  are owed to Be or are being held by the Company for  distribution  to
stockholders in accordance with the Plan of Distribution.

     Pursuant to the terms of the Asset Sale, we also retained  certain  rights,
assets and  liabilities in connection with the  transaction,  including our cash
and  cash  equivalents,   receivables,  certain  contractual  liabilities  under
in-licensing  agreements,  and  rights to assert  and bring  certain  claims and
causes of action,  including  under  antitrust  laws.  On February 15, 2002,  we
engaged Susman Godfrey LLP on a contingency  basis to bring forth claims against
Microsoft  Corporation  for the  destruction  of Be's  business  resulting  from
anticompetitive  business practices. On February 19, 2002, we filed a lawsuit in
the United States District Court in San Francisco alleging,  among other things,
Microsoft   harmed   Be   through  a  series  of   illegal,   exclusionary   and
anticompetitive  acts designed to maintain its monopoly in the  Intel-compatible
PC operating system market and created  exclusive  dealing  arrangements with PC
OEMs prohibiting the sale of PCs with multiple  preinstalled  operating  systems
(the "Microsoft Litigation").

     Following  the  approval of the Board to proceed with the  liquidation  and
dissolution  of the  Company,  on  March  15,  2002 we  filed a  certificate  of
dissolution with the Delaware  Secretary of State in accordance with the Plan of
Dissolution  approved by  stockholders  on November 12, 2001 and as set forth in
the Definitive Proxy Statement filed with the Securities and Exchange Commission
on October 9, 2001.  We set a record date of March 15, 2002 (the "Record  Date")
for  purposes  of  determining  the  stockholders   that  will  be  eligible  to
participate  in the  distribution  of Be's assets,  if any. Also on that day, we
closed our stock transfer books and ceased recording  transfers of shares of our
common stock. We also  voluntarily  delisted from the Nasdaq National Market and
our  shares  stopped  trading  on the  Nasdaq  beginning  the next  trading  day
following the filing of the certificate of dissolution.

     Pursuant to Delaware  law, Be will  continue to exist for three years after
the  dissolution  becomes  effective  or for such longer  period as the Delaware
Court of Chancery  shall  direct,  solely for the  purposes of  prosecuting  and
defending  lawsuits  (including  but not limited to pursuing its antitrust  case
against  Microsoft),  settling  and closing its  business in an orderly  manner,
disposing  of  any  remaining   property,   discharging   its   liabilities  and
distributing to its stockholders any remaining  assets,  but not for the purpose
of continuing any business.  In accordance with the Plan of  Dissolution,  after
payment  in full of all  claims  finally  determined  to be  due,  we will  make
distributions  of any remaining  assets  (including  assets  acquired  after the
Record Date),  if any, only to stockholders of record as of the Record Date. The
timing and amounts of any such  distributions will be determined by our Board of
Directors in accordance  with the Plan of  Dissolution.  We may also establish a
liquidating  trust  for  the  purpose  of  pursuing  the  Microsoft  Litigation,
liquidating  the remaining  assets of Be, paying or providing for the payment of
Be's remaining  liabilities and  obligations,  and making  distributions to Be's
stockholders,  if any. If a liquidating trust is established,  stockholders will
receive beneficial  interests in the assets transferred to the liquidating trust
in proportion to the number of Be's shares owned by such  stockholders as of the
Record Date.

                                       4
<PAGE>


Employees

     As  of  December  31,  2001,  we  had  5  employees,  all  in  general  and
administrative.  After April 1, 2002, we anticipate  that only our President and
General  Counsel will remain with the Company in order to facilitate the wind up
of the Company's activities.


    FACTORS AFFECTING OUR BUSINESS, OPERATING RESULTS AND FINANCIAL CONDITION

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


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

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

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

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

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

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

                                       5
<PAGE>

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

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

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

The filing of the antitrust lawsuit against Microsoft or the engagement of legal
counsel for that purpose does not guarantee that the outcome of the suit will be
favorable for Be.

     On February 15, 2002, Be engaged Susman Godfrey LLP on a contingency  basis
to bring forth claims against Microsoft  Corporation for the destruction of Be's
business  resulting from  anticompetitive  business  practices.  On February 19,
2002,  the Company  filed a lawsuit in the United States  District  Court in San
Francisco alleging,  among other things, Microsoft harmed Be through a series of
illegal, exclusionary and anticompetitive acts designed to maintain its monopoly
in the Intel-compatible PC operating system market and created exclusive dealing
arrangements with PC OEMs prohibiting the sale of PCs with multiple preinstalled
operating systems. While Susman Godfrey was hired by Be to represent the company
and to seek a recovery for the benefit of stockholders,  Susman Godfrey does not
directly  represent the  stockholders  themselves,  either  individually or as a
class.  The filing of the antitrust  lawsuit or the  engagement of legal counsel
for that purpose does not guarantee that the outcome of the suit will be in Be's
favor or that  stockholders  can assume that any  distribution  of proceeds will
occur  as a  result  of a  settlement  of  the  lawsuit  or a  judgment  against
Microsoft.  In addition,  we have engaged Susman Godfrey on a contingency  basis
such that any amounts  collected as a result of a settlement of the lawsuit or a
judgment against  Microsoft would be divided between the Company for the benefit
of its stockholders and Susman Godfrey under the terms of the engagement  letter
entered into between the parties.

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

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

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

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

                                       6
<PAGE>


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

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

We may continue to incur the expense of complying with public company  reporting
requirements.

     We have an obligation to continue to comply with the  applicable  reporting
requirements  of the  Securities  Exchange Act of 1934, as amended,  even though
compliance with such reporting requirements is economically burdensome. In order
to curtail  expenses in  connection  with our wind-up and  dissolution,  we have
sought  relief from the  Securities  & Exchange  Commission  from the  reporting
requirements  under the  Exchange  Act.  Until  such  relief is  granted we will
continue to make  obligatory  Exchange Act filings.  We expect that even if such
relief is granted in the future,  we will  continue to file  current  reports on
Form 8-K to disclose material events relating to our liquidation and dissolution
along with any other  reports  that the  Securities  & Exchange  Commission  may
require.

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

     Securities  class action claims have been brought against  companies in the
past where the market  price of the  company's  securities  has fallen due to an
inability  of  the  company  to  achieve  operational  profitability.  Any  such
litigation  could be very costly and divert our remaining  resources  from being
available for  distribution to our  stockholders.  Any adverse  determination in
this kind of  litigation  could  also  deplete  our cash  position,  and  reduce
proceeds that would otherwise be distributed to our stockholders.


                                       7
<PAGE>


ITEM 2. PROPERTIES

      The lease on our  principal  executive  offices  located in  approximately
23,963 square feet of space in Menlo Park,  California,  expired on February 28,
2002. We now lease an office of approximately  400 square feet in Mountain View,
California.

ITEM 3. LEGAL PROCEEDINGS

     Stockholder lawsuit

     As previously  disclosed in the Company's  filings with the  Securities and
Exchange  Commission,  in November 2000, our stock transfer  agent,  Wells Fargo
Bank Minnesota, N.A., received a demand letter from Financial Square Partners, a
Be stockholder,  alleging damages resulting from the transfer agent's failure to
timely issue its stock  certificates.  While Be was not named as a party in such
demand letter, Be was named as a party on the stockholder's draft claim attached
to the demand letter. On May 9, 2001, the claim was in fact filed, naming Be and
Wells Fargo Bank Minnesota,  N.A. as defendants,  and is currently active in the
Superior  Court of  California.  A settlement  conference is scheduled for April
2002 and a trial, if required,  is scheduled for June. Financial Square Partners
is seeking damages in the amount of  approximately  $2.4 million.  Prior to this
filing,  the Company had been  participating in communications  with the parties
involved in an effort to resolve the matter prior to a lawsuit being filed.

     Be management  continues to believe that the  allegations as they relate to
Be in the filed  claim are without  merit and intends to defend Be against  this
legal  action.  However,  there can be no assurance  this claim will be resolved
without costly  litigation,  or require Be's  participation in the settlement of
such claim, in a manner that is not adverse to our financial  position,  results
of  operations  or cash flows.  No estimate can be made of the possible  loss or
possible range of loss associated with the resolution of this contingency. If Be
were held liable, it is our intent to seek reimbursement under our D&O insurance
policy.

     Antitrust lawsuit

     On February 15, 2002, Be engaged Susman Godfrey LLP on a contingency  basis
to bring forth claims against Microsoft  Corporation for the destruction of Be's
business  resulting from  anticompetitive  business  practices.  On February 19,
2002,  the Company  filed a lawsuit in the United States  District  Court in San
Francisco alleging,  among other things, Microsoft harmed Be through a series of
illegal, exclusionary and anticompetitive acts designed to maintain its monopoly
in the Intel-compatible PC operating system market and created exclusive dealing
arrangements with PC OEMs prohibiting the sale of PCs with multiple preinstalled
operating systems.

     Be is seeking recovery of an unspecified  amount of damages for the benefit
of the company and its stockholders.


                                       8
<PAGE>

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

     At  a  Special  Meeting  of   Stockholders   held  on  November  12,  2001,
stockholders voted on the following:

     Proposal  I - To  approve  the  sale  by Be of  substantially  all of  Be's
intellectual  property and other technology  assets,  including those related to
the BeOS and BeIA operating  systems,  to an indirect wholly owned subsidiary of
Palm, Inc. pursuant to the terms of an asset purchase agreement dated August 16,
2001, as amended and restated as of September 10, 2001.

     The results were as follows:

                        For           Against         Abstain      Non-Vote
                        ---           -------         -------      --------
                    19,969,516        920,976         26,542      15,875,529

     Proposal II - To approve the  dissolution of the Company and adopt the Plan
of Dissolution of Be.

     The results were as follows:

                         For         Against         Abstain      Non-Vote
                         ---         -------         -------      --------
                     19,910,095      960,360         46,309      15,875,529



                                       9
<PAGE>


                                     PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information for Common Stock

     Our common stock was traded on the Nasdaq National Market ("NNM") under the
symbol  "BEOS"  from July 19,  1999 to March 15,  2002.  On March 15,  2002,  we
voluntarily  delisted  from the NNM and our  shares  stopped  trading on the NNM
effective March 18, 2002. The following table shows, for the periods  indicated,
the high and low per share prices of common stock,  as reported on the NNM. Such
prices  represent  prices  between  dealers,  do not  include  retail  mark-ups,
mark-downs or commissions and may not represent actual transactions.

  Quarter Ended                                                    High     Low
  -------------                                                   ----     ----
 September 30, 1999.............................................  $10.93   $5.87
 December 31, 1999..............................................  $39.56   $3.28

 March 31, 2000.................................................  $24.44  $12.13
 June 30, 2000..................................................  $17.00   $4.00
 September 30, 2000.............................................  $6.44    $3.75
 December 31, 2000..............................................  $6.44    $0.53

 March 31, 2001.................................................  $2.88    $0.78
 June 30, 2001..................................................  $1.59    $0.44
 September 30, 2001.............................................  $0.66    $0.11
 December 31, 2001..............................................  $0.22    $0.08

 From January 1, 2002 to March 15, 2002 ........................  $0.15    $0.09


     On March 15, 2002,  the closing  price of our common stock as listed on the
NNM was $ 0.14 per share.  Since March 18, 2002,  our common stock has traded on
"over-the-counter" securities markets such as the "Pink Sheets" market.

Stockholders

     As of March 15, 2002, we had approximately 335 record holders of our common
stock.

Dividend Policy

     We have never declared or paid cash  dividends on our capital stock.  We do
not anticipate paying any cash dividends on our capital stock in the foreseeable
future;   however,  in  the  event  liquidation   proceeds  are  distributed  to
stockholders,  such proceeds may be  distributed  in the form of a cash dividend
pursuant to the Plan of  Dissolution  approved by  stockholders  on November 12,
2001.

Recent Sales of Unregistered Securities

     None


                                       10
<PAGE>



ITEM 6. SELECTED FINANCIAL DATA

     In order to further  curtail  expenses in  connection  with our wind-up and
dissolution,  we have sought  relief from the  Securities & Exchange  Commission
from the filing of audited  financial  statements with our Annual Report on Form
10-K for the fiscal year ended December 31, 2001. As a result, we have not filed
financial  statements with this Form 10-K filing.  We are concurrently  filing a
Form 12b-25 requesting deferral from filing financial  statements while we await
a response from the SEC. If the SEC denies the Company's  no-action request,  we
intend to file audited  financial  statements for the fiscal year 2001 by filing
an Amended Annual Report on Form 10-K/A as soon as practical in accordance  with
SEC regulations  and guidelines and pursuant to any instruction  from the SEC in
it's response to the Company's  no-action request. If such relief is granted, we
will file  unaudited  financial  statements via an Amended Annual Report on Form
10-K/A no later than April 16, 2002.  Selected  financial  data will be provided
under Item 6 of any such amended filing.


ITEM 7. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

     In order to further  curtail  expenses in  connection  with our wind-up and
dissolution,  we have sought  relief from the  Securities & Exchange  Commission
from the filing of audited  financial  statements with our Annual Report on Form
10-K for the fiscal year ended December 31, 2001. As a result, we have not filed
financial  statements with this Form 10-K filing.  We are concurrently  filing a
Form 12b-25 requesting deferral from filing financial  statements while we await
a response from the SEC. If the SEC denies the Company's  no-action request,  we
intend to file audited  financial  statements for the fiscal year 2001 by filing
an Amended Annual Report on Form 10-K/A as soon as practical in accordance  with
SEC regulations  and guidelines and pursuant to any instruction  from the SEC in
it's response to the Company's  no-action request. If such relief is granted, we
will file  unaudited  financial  statements via an Amended Annual Report on Form
10-K/A no later than April 16,  2002.  Management's  discussion  and analysis of
financial  condition and results of operations  will be provided under Item 7 of
any such amended filing.


Item 7A. Quantitative and qualitative disclosures about market risk

     We  considered  the  provision  of  Financial   Reporting  Release  No.  48
"Disclosure of Accounting  Policies for  Derivative  Financial  Instruments  and
Derivative Commodity Instruments, and Disclosure of Quantitative and Qualitative
Information  about Market Risk  Inherent in  Derivative  Financial  Instruments,
Other Financial  Instruments and Derivative  Commodity  Instruments."  We had no
holdings of derivative financial or commodity  instruments at December 31, 2001.
However,  we are exposed to interest rates risks. We believe that the fair value
of our money  market  accounts  or  related  income  would not be  significantly
impacted  by  increases  or  decreases  in  interest  rates  due  mainly  to the
short-term  nature of our money market  accounts.  However,  a sharp  decline in
interest  rates could  seriously  harm  interest  earnings  of our money  market
accounts.


ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     In order to further  curtail  expenses in  connection  with our wind-up and
dissolution,  we have sought  relief from the  Securities & Exchange  Commission
from the filing of audited  financial  statements with our Annual Report on Form
10-K for the fiscal year ended December 31, 2001. As a result, we have not filed
financial  statements with this Form 10-K filing.  We are concurrently  filing a
Form 12b-25 requesting deferral from filing financial  statements while we await
a response from the SEC. If the SEC denies the Company's  no-action request,  we
intend to file audited  financial  statements for the fiscal year 2001 by filing
an Amended Annual Report on Form 10-K/A as soon as practical in accordance  with
SEC regulations  and guidelines and pursuant to any instruction  from the SEC in
it's response to the Company's  no-action request. If such relief is granted, we
will file  unaudited  financial  statements via an Amended Annual Report on Form
10-K/A no later than  April 16,  2002.  Consolidated  financial  statements  and
supplementary data will be provided under Item 8 of any such amended filing.


ITEM  9.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
FINANCIAL DISCLOSURE

         None.

                                       11
<PAGE>


                                    PART III


ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The  following  table  sets  forth the  names,  ages and  positions  of the
executive officer and directors of the Company as of March 15, 2002:


 Name                                        Age   Position
------------------------------------------   ---   ----------------------------
 Daniel S. Johnston.......................    38   President and General Counsel
 P.C. Berndt..............................    38   Director
 Andrei M. Manoliu........................    50   Director
 Barry M. Weinman.........................    63   Director

     Dan Johnston served as Be's  Vice-President  and General Counsel from March
1999 to December  2001 and has served as  President  and General  Counsel  since
January  1, 2002.  Prior to joining  Be,  Mr.  Johnston  served as Be's  outside
counsel with Cooley Godward LLP, primarily  responsible for legal representation
of  Be  regarding   its   commercial   transactions   and   technology   partner
relationships.  Mr.  Johnston was an associate in Cooley  Godward's  Information
Technology  Licensing  group from 1994 to 1999.  From 1991 to 1994, Mr. Johnston
earned his Juris  Doctorate  degree from Santa Clara  University  School of Law.
From 1986 to 1991,  he was employed by Lockheed  Missiles and Space Company as a
software programmer, designing application software systems, and then a computer
systems  manager in charge of the inventory  control systems for the U.S. Navy's
fleet  ballistic  missile  program.  Mr. Johnston also has a Bachelor of Science
degree in Computer Information Systems from Humboldt State University.

     P.C.  Berndt  served as Chief  Financial  Officer of Be from August of 2000
until  December  2001 and was elected to the Board of  Directors on December 10,
2001.  Prior to joining Be, Mr. Berndt was at Coca-Cola where he was director of
revenue  management of the Greater Europe Group.  Prior to his five-year  tenure
with  Coca-Cola,  Mr. Berndt held  positions  with Deloitte & Touche  Management
Consulting as a manager in the finance,  operations  and strategy group and with
Arthur Andersen & Co. as a member of the senior  financial  valuation staff. Mr.
Berndt has advised  numerous  high-profile  clients,  including  Anheuser-Busch,
BellSouth, Inc., First Republic Bank, W H Smith, Aeromexico Airlines and several
professional  sport franchises.  Mr. Berndt has an M.B.A. from the University of
Michigan at Ann Arbor,  a B.S.  in  Accounting  and a B.S.  in Finance  from the
University of Illinois at Champaign-Urbana.

     Andrei M.  Manoliu has served as a director of the Company  since  February
2000.  Since  April  2000,  Dr.  Manoliu has been an  independent  business  and
financial consultant to emerging growth companies.  From 1982 to March 2000, Dr.
Manoliu was  associated  with Cooley  Godward LLP, the  Company's  outside legal
counsel,  most recently as a senior partner.  Dr. Manoliu studied Physics at the
University of Bucharest,  Romania,  obtained a Ph.D. in Solid State Physics from
the University of California, Berkeley and a J.D. from Stanford Law School.

     Barry M. Weinman has served as one of our directors  since  February  1998.
Since 1993, Mr. Weinman has served as a General Partner AVI Management  Partners
and is also Managing Director of Allegis Capital (the Media technology  Ventures
family of Funds) a spinout  from AVI.  Mr.  Weinman  also serves on the Board of
LiveWorld,  Inc.  (formerlyTalkCity,  Inc.).  Mr.  Weinman holds a B.S. from the
Clarkson University,  and an M.A. from the London School of Economics/University
of Southern California.

Section 16(a) Beneficial Ownership Reporting Compliance

     Section 16(a) of the Securities Exchange Act of 1934, as amended (the "1934
Act"), requires the Company's directors and executive officers,  and persons who
own more than 10% of a registered class of the Company's equity  securities,  to
file with the SEC  initial  reports  of  ownership  and  reports  of  changes in
ownership of Common Stock and other equity securities of the Company.  Officers,
directors and greater than 10%  stockholders  are required by SEC  regulation to
furnish the Company  with  copies of all Section  16(a) forms they file.  To the
Company's  knowledge,  based  solely on a review of the  copies of such  reports
furnished to the Company and written  representations that no other reports were
required,  during the fiscal year ended  December  31, 2001,  all Section  16(a)
filing requirements  applicable to its officers,  directors and greater than 10%
beneficial owners were complied with.

                                       12
<PAGE>


ITEM 11.EXECUTIVE COMPENSATION

Compensation of Directors

     Directors who are also executive officers of the Company do not receive any
additional  compensation for serving as members of the Board of Directors or any
committee  of the Board of  Directors.  The members,  however,  are eligible for
reimbursement for their expenses incurred in connection with attendance at Board
meetings in accordance  with Company  policy.  Only those  directors who are not
also  employees  of the  Company or an  affiliate,  as  defined in the  Internal
Revenue  Code (the  "Code"),  are  eligible  to receive  options  under the 1999
Non-Employee Directors' Stock Option Plan (the "Directors' Plan"). Stock options
granted  under the  Directors'  Plan cannot  qualify as incentive  stock options
under the Code.

     Option grants under the Directors' Plan are non-discretionary.  On the date
of approval of the Directors' Plan by the Board, each non-employee director then
serving as a  director  was  automatically  granted a stock  option to  purchase
150,000  shares  of  Common  Stock.  Under  the  terms of the  Directors'  Plan,
non-employee  directors  subsequently  elected  to the Board  are  automatically
granted a stock option to purchase  100,000 shares of Common Stock upon election
or  appointment as a  non-employee  director.  On the date that any stock option
granted under the Directors'  Plan becomes fully vested,  the  optionholder,  if
still a non-employee director, will automatically be granted an additional stock
option to purchase 100,000 shares of Common Stock. The exercise price of a stock
option granted under the  Directors'  Plan is 100% of the fair market value of a
share of the  Common  Stock  subject  to the stock  option on the date of grant.
Stock  options  granted under the  Directors'  Plan have a term of ten years and
vest over a four year  period  with 25% of the shares  vesting at the end of the
first year of service and  thereafter at a rate of 1/48th of the shares  monthly
in  accordance  with their terms.  In certain  circumstances,  in the event of a
Change of Control  of the  Company  (as  defined in the  Directors'  Plan),  the
vesting  of options  held by  non-employee  directors  who  continue  to provide
services to the Company  (whether as an employee,  director or consultant),  may
accelerate in full with such options terminating if not exercised at or prior to
the  consummation  of the  transaction.  The  Asset  Sale to Palm  completed  on
November  13, 2001 did not trigger the  acceleration  of any options  granted to
non-employee directors under the Directors' Plan.

     During the last fiscal  year,  no options  were  granted to  directors.  On
December 10, 2001, Garrett P. Gruener, Jean-Louis Gassee, Stewart Alsop, William
F.  Zuendt,  and Steve M.  Sakoman  resigned  from the Board of Directors of the
Company  in  accordance  with the  cessation  and  winding  up of the  Company's
business operations. P.C. Berndt, former Chief Financial Officer of the Company,
was appointed to the Board of Directors on December 10, 2001 but was not awarded
any stock  options  typically  granted to directors  upon  election to the Board
under the Directors Plan as a result of the cessation of the Company's  business
operations.  As of March 15, 2002,  no options had been  exercised by current or
former directors who held options under the Directors'  Plan.  Reference is made
to certain  compensation  arrangements  established for remaining members of the
Board of Directors in "Employment, Severance and Change of Control Agreements."


                                       13
<PAGE>

Summary of Compensation

     The  following  table shows for the fiscal  years ended  December 31, 2001,
2000 and 1999,  compensation awarded or paid to, or earned by: (i) the Company's
Chief  Executive  Officer;  and (ii) its  other  highest  compensated  executive
officers  whose  annual  salary and bonus were in excess of $100,000 at December
31, 2001 (the "Named Executive Officers"):

<TABLE>
<CAPTION>

                                                                                      Long-Term Compensation
                                                                             -----------------------------------------
                                        Annual Compensation                         Awards                     Payouts
                                    ---------------------------------------- -----------------------------------------
                                                                Other       Stock    Securities
                                                               Annual       Bonus    Underlying
    Name and Principal ..                                   Compensation    Awards     Options/                 LTIP
         Position .......                Year      Salary       Bonus         (5)        (6)          SARs     Payouts
                            ----    ---------   ---------   ---------    ---------    ---------    ---------   --------
<S>                         <C>     <C>         <C>         <C>             <C>        <C>          <C>        <C>
Daniel S. Johnston ......   2001    $ 196,000   $  35,000   $ 212,000       40,000         --           --         --
President and General ...   2000    $ 171,000        --          --           --        115,000         --         --
Counsel .................     (1)        1999   $ 112,500        --           --           --        175,000       --
                            ----    ---------   ---------   ---------    ---------    ---------    ---------   --------
Jean Louis F. Gassee (2)    2001    $ 300,000        --     $ 311,000       60,000         --           --         --
Former Chief Executive ..   2000    $ 300,000        --          --           --         60,000         --         --
Officer and former ......   1999    $ 275,000        --          --           --        500,000         --         --
Director
                            ----    ---------   ---------   ---------    ---------    ---------    ---------   --------
Steve M. Sakoman (3) ....   2001    $ 237,000   $  40,000   $ 287,000       55,000         --           --         --
Former Chief Operating ..   2000    $ 270,000        --          --           --        340,000         --         --
Officer and former ......   1999    $ 213,000        --          --           --        250,000         --         --
Director
                            ----    ---------   ---------   ---------    ---------    ---------    ---------   --------
P.C. Berndt (4) .........   2001    $ 248,000   $  35,000   $ 281,000       54,000         --           --         --
Director and Former Chief   2000    $ 108,000        --          --           --        290,000         --         --
Financial Officer .......   1999         --          --          --           --           --           --         --
                            ----    ---------   ---------   ---------    ---------    ---------    ---------   --------
<FN>

(1)  Mr.  Johnston served as  Vice-President  and General Counsel of the Company
     from March 30, 1999 to December 31, 2001. Mr.  Johnston became an executive
     officer of the Company on January 1, 2002 when he was  appointed  President
     and  General  Counsel by the Board and  currently  receives  an  annualized
     salary of $200,000 per year.

(2)  Mr. Gassee was an executive  officer and served as Chief Executive  Officer
     of the Company until December 31, 2001. Mr. Gassee  resigned from the Board
     on December 10, 2001.

(3)  Mr. Sakoman was an executive  officer and served as Chief Operating Officer
     of the Company until November 13, 2001. Mr. Sakoman resigned from the Board
     on December 10, 2001.

(4)  Mr. Berndt  became an executive  officer of the Company on August 29, 2000.
     His annualized base salary in 2000 was $270,000. Mr. Berndt served as Chief
     Financial  Officer and was an  executive  officer  until he stepped down as
     Chief  Financial  Officer on November 30, 2001. Mr. Berndt was appointed to
     the Board on December 10, 2001.

(5)  Amounts shown in this column reflect severance amounts paid under Change of
     Control  Agreements  entered into by each Named  Executive  Officer and the
     Company and  triggered by the Asset Sale to Palm on November 13, 2001.  See
     "Employment, Severance and Change of Control Agreements."

(6)  Reflect stock grants  awarded upon  completion of the Asset Sale to Palm in
     connection  with stock bonus award  rights  granted to the Named  Executive
     Officers in April 2001.
</FN>
</TABLE>


                                       14
<PAGE>

Stock Option Grants and Exercises

     The Company grants options to its Named  Executive  Officers under its 1999
Equity Incentive Plan (the "Incentive  Plan"). As of March 15, 2002,  options to
purchase a total of 649,177 shares were outstanding under the Incentive Plan and
options to purchase 6,084,966 shares remained available for grant thereunder. If
these  outstanding  options are  exercised,  any shares of the Company's  Common
Stock  resulting  from  exercise of such  options will not entitle the holder to
participate in any distribution of Be's assets, for which a Record Date of March
15, 2002 was set.

     There were no grants of stock options or stock appreciation  rights made to
any Named Executive during the fiscal year ended December 31, 2001.

     The  following  table shows for the fiscal year ended  December  31,  2001,
certain information  regarding the exercisability of options held at year-end by
the Named Executive Officer:

              AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
                         FISCAL YEAR-END OPTION VALUES

<TABLE>
<CAPTION>

                                                      Number of Securities Underlying        Value of Unexercised
                                                      Unexercised Options at December      In-the-Money Options at
                                                                  31, 2001                  December 31, 2001 (2)
                                                      -------------------------------    ---------------------------
                               Shares
                            Acquired on     Value
Name                          Exercise     Realized   Exercisable (1)   Unexercisable    Exercisable    Unexercisable
-------------------------     --------     --------    -------------     ----------      ----------     ------------
<S>                            <C>           <C>            <C>             <C>            <C>             <C>
Daniel S. Johnston              --           --              275,000         --             --              --
Jean Louis F. Gassee......      --           --              358,750         --             --              --
Steve M. Sakoman..........      --           --              606,454         --             --              --
P.C. Berndt...............      --           --              290,000         --             --              --

<FN>

(1)  The Asset Sale to Palm on November  13, 2001  triggered a Change of Control
     as defined in the Change of Control  Agreements  entered  into between each
     Named  Executive  Officer and the Company,  and as a result all outstanding
     options  were  accelerated  in full  so as to be  fully  exercisable  as of
     November 13, 2001.

(2)  All  unexercised  options  held by the Named  Executives  were  exercisable
     options but were out-of-the money at December 31, 2001.

</FN>
</TABLE>

Employment, Severance and Change of Control Agreements

     We had previously  entered into Change of Control  Agreements  with certain
officers and other  employees.  These  agreements,  provided  that,  among other
things,  if the employee was  terminated  without cause or if at any time during
the period  commencing  six months  prior to the date of a Change of Control (as
defined in the agreement)  and ending  eighteen  months  following the Change of
Control,  employee  resigned  for  good  reason  (which  includes  any  material
reduction in the package of benefits and incentives  provided to the employee or
the  elimination  of  employee's  duties or  responsibilities),  then all of the
outstanding unvested options issued to the employee would be accelerated in full
and  immediately  exercisable  and the employee would be entitled to a severance
payment equal to twelve months of the employee's base salary  immediately  prior
to the termination. The agreement also provided for a release by the employee of
any claim against us including any claim arising under the employee's employment
or termination of employment with us.

         The Asset Sale to Palm completed on November 13, 2001 was deemed by the
Board of  Directors  to be a Change  Control as defined in the Change of Control
Agreements  entered into between each Named  Executive  Officer and the Company.
Following the approval by the Company's  stockholders of the Plan of Dissolution
on  November  12,  2001,  it was deemed  that  these  officers'  and  employees'
employment  with the Company  had been  constructively  terminated  and that the
severance provisions in the Change of Control Agreements had been triggered.

     At a meeting of the Board of Directors of the Company on December 10, 2001,
the Board determined that a smaller board of directors and executive  management
team was  appropriate  for governing  the winding up of the  Company's  business
operations.  At this meeting, the previously authorized number of directors that
constitutes the whole Board of Directors was reduced from seven (7) members (the
"Former Board") to three (3) members (the "New Board").  In accordance with this
resolution,  the Former Board accepted the resignations of directors  Jean-Louis
Gassee,  Steve M.  Sakoman,  Garrett P.  Gruener,  William F. Zuendt and Stewart
Alsop (the "Former  Board  Members")  and appointed  P.C.  Berndt,  former Chief
Financial  Officer of the  Company,  to the third Board  position.  Prior to the
resignations  of  the  Former  Board  Members,   the  Former  Board  approved  a
compensation  arrangement for the New Board and any remaining  executive officer
of the Company in order to provide an incentive  for such persons to remain with
the Company and oversee the  successful  completion of the Plan of  Dissolution.
The Former Board  structured such  compensation  arrangement  such that it would
promote the  maximization  of stockholder  value,  would not dilute any possible
stockholder return resulting from the Asset Sale to Palm and was payable only in
the event of an award or settlement in connection with the Microsoft Litigation.
Accordingly,  the Former Board  determined that the new President of the Company
would  receive  (in  addition  to an  annual  salary  of  $200,000  per  year as
determined  by the New Board) two percent (2%) of the portion of any total award
or settlement  available for distribution to stockholders after payment of legal
fees and  expenses  related  to the  Microsoft  Litigation  in the  event of the
payment of such award or  settlement.  In addition,  the Former Board approved a
compensation  arrangement for the New Board whereby each member of the New Board
would  receive one percent (1%) of the portion of the total award or  settlement
upon the payment of any award or  settlement  in  connection  with the Microsoft
Litigation  available for  distribution to  stockholders  after payment of legal
fees and related expenses.  In setting the compensation for the new President of
the Company and the New Board  members,  the Former  Board  determined  that the
arrangements were fair, just and equitable compensation for the duties required.
Barry M. Weinman and Andrei M. Manoliu,  the two members of the Former Board who
continue  to serve on the New Board of the  Company,  abstained  from  voting on
these  compensation  arrangements  in order to avoid any  conflict  of  interest
issues.  On December 31, 2001,  Dan Johnston,  former Vice President and General
Counsel of the  Company,  was elected  President of the Company by the New Board
effective January 1, 2002 and is currently the only remaining  executive officer
of the Company.

                                       15
<PAGE>


Report of the  Compensation  Committee  of the Board of Directors - on Executive
Compensation (1)

     From January 1, 2001 through December 10, 2001, the Compensation  Committee
of the Board of Directors (the  "Committee") was composed of three  non-employee
directors:  Mr. Gruener, Mr. Alsop and Mr. Weinman. On December 10, 2001, Mssrs.
Gruener and Alsop resigned from the Board of Directors and the Committee and the
Board  disbanded  the  Committee as a result of the  cessation of the  Company's
business  operations.  Prior to  disbanding,  the Committee  did make  decisions
regarding compensation for officers and employees of the Company during the 2001
fiscal  year  and  was   responsible   for   determining   salaries,   incentive
compensation,  and awarding  stock options to our employees and officers and for
establishing policies governing our stock programs.  The Committee met via phone
conference or through  unanimous written consent two (2) times during the fiscal
year ended December 31, 2001.  Going  forward,  the  determination  of executive
compensation, stock options grants and compensation policies will be determined,
as needed, by the Board of Directors.

Compensation Policy

     The  goals of the  compensation  program  were to align  compensation  with
business objectives and performance and to enable the Company to attract, retain
and award the highest  quality  executive  officers and key  employees.  The key
elements of this policy were:

o    The Company paid  competitively  with leading software and other technology
     companies with which the Company competed for talent;

o    The Company provided significant equity-based incentives for executives and
     employees to ensure that they were  motivated over the long-term to respond
     to the Company's  business  challenges and  opportunities as owners and not
     just as employees; and

o    The Company  rewarded  executives and key employees who  contributed to the
     Company's progress and long-term success.

Base Salary and Long-Term Incentives for Executives

     Salaries for executive  officers in 2001 were  established by the Committee
and  approved  by  the  Board  based  on a  determination  of  several  factors,
including, individual and corporate performance, levels of responsibility, prior
experience,  breadth of knowledge and competitive pay practices. In general, the
salaries  and  stock  options  awarded  to  executive  officers  have  not  been
determined  by the  Company's  achievement  of  specific  corporate  performance
criteria but rather a subjective  evaluation  of the officer's  performance  and
contribution to the Company's long-term success.  The Board approved an increase
in executive  officers' base salaries in 2001 in the average of approximately 3%
in order to bring salaries in line with  executives of other public software and
technology  companies and to reflect each of the officers'  contributions to the
Company's  progress.  The bonuses  awarded to executives in 2001 were used as an
incentive  for  officers  to  remain  with  the  Company  until  the  successful
completion of the Asset Sale to Palm.

     In  awarding  stock  options,  the  Committee  and the  Board of  Directors
considered  individual   performance,   overall  contribution  to  the  Company,
retention,  whether the options  were vested or unvested and the total number of
stock options to be awarded.  No stock options were awarded in 2001 to executive
officers.

     In  April  2001,  stock  bonus  award  rights  were  granted  to all of the
Company's  executive  officers and  employees as an incentive for them to remain
with the  Company  until a merger or sale of the Company  could be  successfully
completed.  The number of stock bonus award rights  granted to each employee was
determined by multiplying the employee's annual salary by 20% and dividing it by
$1, the then current market price of the Company's stock. Upon completion of the
Asset Sale to Palm on November  13,  2001,  the stock  bonus  award  rights were
converted  into  unrestricted  shares  of the  Company's  common  stock  for all
employees employed by the Company at that date.

     (1)  The  material  in this  report is not  "soliciting  material,"  is not
          deemed  "filed"  with  the  SEC,  and  is not  to be  incorporated  by
          reference  into any filing of the  Company  under the 1933 Act or 1934
          Act,  whether made before or after the date hereof and irrespective of
          any general incorporation language contained in such filing.

                                       16
<PAGE>

Chief Executive Officer Compensation

     The  Committee  used the same  procedures  described  above in setting  the
annual  salary and stock option  awards for  Jean-Louis  Gassee,  the  Company's
former Chief  Executive  Officer.  Mr.  Gassee's base annual salary for 2001 was
identical to his salary in the fiscal year 2000.  In setting  this  amount,  the
Board took into account (i) Mr. Gassee's significant and broad-based  experience
in the software and computer  industry and general  acknowledgment  as a leading
executive  in  the   software   industry;   (ii)  the  scope  of  Mr.   Gassee's
responsibilities,  and (iii) the Board's  confidence  in Mr.  Gassee to lead the
overall management, development and marketing efforts of the Company.

     Section 162(m) of the Internal Revenue Code (the "Code") limits the Company
to a  deduction  for federal  income tax  purposes of no more than $1 million of
compensation  paid to  certain  named  executive  officers  in a  taxable  year.
Compensation  above  $1  million  may be  deducted  if it is  "performance-based
compensation" within the meaning of the Code. The Compensation Committee has not
yet established a policy for determining  which forms of incentive  compensation
awarded  to its  named  executive  officers  shall be  designed  to  qualify  as
"performance-based compensation."

                                    The Board of Directors of Be Incorporated:

                                                      P.C. Berndt
                                                      Andrei M. Manoliu
                                                      Barry M. Weinman



COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     None of the members of the Company's Compensation Committee of the Board of
Directors has been, at any time since our  formation,  an officer or employee of
the Company. Prior to the formation of the Compensation Committee, all decisions
regarding  compensation for directors,  officers,  employees and consultants and
administration  of stock and  incentive  plans were made  solely by the Board of
Directors. No transaction or series of similar transactions, since the beginning
of the fiscal year ended  December  31,  2001,  has taken place or is  currently
proposed  to take place  between  the  Company  and any member of the  Company's
Compensation  Committee.  On December 10, 2001, the Board of Directors disbanded
the  Compensation  Committee  as a  result  of the  cessation  of the  Company's
business operations.

                                       17
<PAGE>

                       PERFORMANCE MEASUREMENT COMPARISON

     The following graph shows the total  stockholder  return as of December 31,
2001 of an investment of $100 in cash invested in (i) the Company's Common Stock
(as invested on July 20, 1999);  (ii) the Nasdaq Stock Market Index (as invested
on July 20, 1999) and (iii) the S&P  Computers  (Software & Services)  Index (as
invested on July 20, 1999). All values assume reinvestment of the full amount of
all dividends and are calculated as of December 31st of each year:


                 COMPARISON OF 29 MONTH CUMULATIVE TOTAL RETURN
           AMONG BE INCORPORATED, THE NASDAQ STOCK MARKET (U.S.) INDEX
                          AND THE NASADQ COMPUTER INDEX

<TABLE>
<CAPTION>

                                                                        Cumulative Total Return
                                         -----------------------------------------------------------------------------------
                                         7/20/99    7/99      8/99      9/99    10/99   11/99     12/99    1/00        2/00
---------------------------------------- -----------------------------------------------------------------------------------
<S>                                       <C>      <C>       <C>      <C>       <C>     <C>       <C>      <C>       <C>
BE INCORPORATED                           100.00   113.54    104.17   117.71    95.83   239.58    380.22   214.58    245.83
---------------------------------------- -----------------------------------------------------------------------------------
NASDAQ STOCK MARKET (U.S.)                100.00    98.20    102.35   102.49    110.70   124.17    151.49   145.88    173.61
---------------------------------------- -----------------------------------------------------------------------------------
NASDAQ COMPUTER INDEX                     100.00    96.63    105.80   106.45    114.23   129.83    164.61   156.62    188.79
---------------------------------------- -----------------------------------------------------------------------------------

<CAPTION>

                                                                        Cumulative Total Return
                                         ----------------------------------------------------------------------------------------
                                          3/00      4/00     5/00      6/00      7/00    8/00     9/00    10/00    11/00    12/00
---------------------------------------- ----------------------------------------------------------------------------------------
<S>                                      <C>       <C>       <C>      <C>       <C>      <C>      <C>     <C>      <C>     <C>
BE INCORPORATED                          251.05    132.30    70.83    83.33     69.27    77.60    67.72   51.05    29.17   12.50
---------------------------------------- ----------------------------------------------------------------------------------------
NASDAQ STOCK MARKET (U.S.)               170.03    143.02   125.77   147.84   139.83   156.36   136.05   124.82    96.23    91.16
---------------------------------------- ----------------------------------------------------------------------------------------
NASDAQ COMPUTER INDEX                    191.22    159.55   139.86   165.93   158.84   179.09   150.32   140.64  104.73     91.67
---------------------------------------- ----------------------------------------------------------------------------------------
<CAPTION>

                                                                        Cumulative Total Return
                                         -----------------------------------------------------------------------------------------
                                          1/01    2/01   3/01    4/01   5/01    6/01    7/01    8/01   9/01   10/01   11/01  12/01
---------------------------------------- -----------------------------------------------------------------------------------------
<S>                                      <C>     <C>    <C>     <C>     <C>     <C>     <C>     <C>    <C>    <C>     <C>     <C>
BE INCORPORATED                          33.33   25.00  19.27   12.50   9.17    7.50    8.00    2.50   2.83   1.42    1.50    2.33
---------------------------------------- -----------------------------------------------------------------------------------------
NASDAQ STOCK MARKET (U.S.)               102.74  79.73  68.19   78.41  78.19   80.05   75.11   66.90  55.53  62.63   71.53   72.27
---------------------------------------- -----------------------------------------------------------------------------------------
NASDAQ COMPUTER INDEX                    104.48  76.11  62.86   75.12  73.40   76.76   71.41   60.13  47.81  58.16   69.21   69.41
---------------------------------------- -----------------------------------------------------------------------------------------
</TABLE>


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT


     The following table sets forth certain information regarding the beneficial
ownership of the Common Stock of the Company as of March 15, 2002 by:


o    each  stockholder  who is  known  by us to own  beneficially  more  than 5%
     percent of the Common Stock of the Company;

o    each of our directors;

o    each of our Named Executive Officers (as listed in the Summary Compensation
     Table); and

o    all of our directors and executive officers as a group.


     Unless otherwise indicated, to our knowledge, all persons listed below have
sole  voting and  investment  power with  respect to their  shares of  Company's
Common  Stock,  except  to the  extent  authority  is shared  by  spouses  under
applicable law. Beneficial  ownership is determined in accordance with the rules
of the Securities and Exchange  Commission.  Applicable  percentage ownership is
based on  38,450,527  shares of Common Stock  outstanding  as of March 15, 2002,
together with options for that  stockholder  that are currently  exercisable  or
exercisable  within 60 days of March 15,  2002.  In  computing  the  number  and
percentage  of shares  beneficially  owned by a person,  shares of Common  Stock
subject to options currently exercisable, or exercisable within 60 days of March
15,  2002 are  counted as  outstanding,  while  these  shares are not counted as
outstanding  for computing  the  percentage  ownership of any other person.  Any
outstanding  option  exercised  after the March 15,  2002  Record Date would not
entitle the holder of any  resulting  shares of Common  Stock to be eligible for
participation in any liquidation distribution to stockholders.

<TABLE>
<CAPTION>

                                            Shares
                                           Issuable
                                          pursuant to  Shares Beneficially Owned
                                            Options     (Including the Number of
                                          Exercisable        Shares Shown in
                                           within 60        the First Column)
                                            days of
                                           March 15,
Name of Beneficial Owner                    2002 (3)     Number       Percent
-------------------------------------      ----------   ----------   ---------
<S>                                           <C>           <C>           <C>
Jean-Louis Gassee...............                 -        4,024,240      10.47
Daniel S. Johnston.................           275,000       335,000        *
Barry M. Weinman (1) ..............           118,750       866,396       2.25
Andrei M. Manoliu (2) .............            56,250        62,615        *
P.C. Berndt .......................           290,000       344,000        *
All officers and directors as a group
     (4 persons)...................           740,000     1,608,011        4.10
<FN>
* Represents beneficial ownership of less than one percent of the common stock

(1)  Consists of 745,646 shares held by AVl Capital,  L.P. and 2,000 shares held
     by Virginia Weinman, the wife of Mr. Weinman. AVl Capital Management,  L.P.
     is the  general  partner  of AVl  Capital,  L.P.  Mr.  Weinman is a general
     partner  of  AVl  Capital  Management.  Mr.  Weinman  disclaims  beneficial
     ownership of these shares  except to the extent of his  pecuniary  interest
     therein.

(2)  Shares are held by the Manoliu-Neimat Living Trust, of which Mr. Manoliu is
     a trustee.  Dr.  Manoliu  was  formerly a partner in the law firm of Cooley
     Godward LLP, the Company's outside legal counsel.

(3)  If these options are exercised,  the resulting  shares will not be eligible
     to participate in the final distribution of Be's assets, for which a record
     date of March 15, 2002 was set.

</FN>
</TABLE>

                                       18
<PAGE>

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The Company had previously  entered into Change of Control  Agreements with
certain officers and key employees of the Company. These agreements were entered
into prior to the Company's  initial public offering in July 1999 or at the time
the officer or employee commenced employment with the Company if such officer or
employee  was not  employed  by the  Company at the time of its  initial  public
offering.  Each Named Executive Officer of the Company (as defined in Item 11 of
this  Annual  Report  on Form  10-K)  was a party  to such a Change  of  Control
Agreement.  The Asset Sale to Palm  completed on November 13, 2001 was deemed by
the Board of  Directors  to be a Change  Control  as  defined  in the  Change of
Control  Agreements and following the approval by the Company's  stockholders of
the Plan of  Dissolution  on November 12,  2001,  it was deemed that these Named
Executive  Officers'   employment  with  the  Company  had  been  constructively
terminated and that the severance provisions in the Change of Control Agreements
had been triggered.  As a result,  each Named  Executive  Officer of the Company
received cash severance in the amounts  reflected in the Summary of Compensation
table under Item 11 of this Annual Report on Form 10-K.

     We have entered into  indemnification  agreements  with certain  current or
former  directors  and  executive  officers  for  the   indemnification  of  and
advancement  of expenses to these  persons to the full  extent  permitted  under
Delaware law and the Company's bylaws.

     We  believe  that  each of the  foregoing  transactions  were  in the  best
interest of the Company.  As a matter of policy the  transactions  were, and all
future transactions between the Company and its officers, directors or principal
stockholders   will  be,   approved  by  a  majority  of  the   independent  and
disinterested members of the Board of Directors.

                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULE AND REPORTS ON FORM 8-K

     In order to further  curtail  expenses in  connection  with our wind-up and
dissolution,  we have sought  relief from the  Securities & Exchange  Commission
from the filing of audited  financial  statements with our Annual Report on Form
10-K for the fiscal year ended December 31, 2001. As a result, we have not filed
financial  statements with this Form 10-K filing.  We are concurrently  filing a
Form 12b-25 requesting deferral from filing financial  statements while we await
a response from the SEC. If the SEC denies the Company's  no-action request,  we
intend to file audited  financial  statements for the fiscal year 2001 by filing
an Amended Annual Report on Form 10-K/A as soon as practical in accordance  with
SEC regulations  and guidelines and pursuant to any instruction  from the SEC in
it's response to the Company's  no-action request. If such relief is granted, we
will file  unaudited  financial  statements via an Amended Annual Report on Form
10-K/A no later than April 16, 2002.

(a)      Exhibits

EXHIBIT
NUMBER   DESCRIPTION OF DOCUMENT
------- ------------------------

2.1***     Asset  Purchase  Agreement  by and among  Palm Inc.,  ECA  Subsidiary
           Acquisition  Corporation  and the Company,  dated August 16, 2001, as
           amended and restated on September 10, 2001
2.2***     Plan of Dissolution of the Company as approved by the stockholders of
           the Company on November 12, 2001
3.1*       Amended and Restated Certificate of Incorporation
3.2*       Bylaws
4.1*       Form of Common Stock Certificate
4.2*       Form of Warrant to purchase an aggregate of up to 1,046,102 shares of
           common  stock  issued in  connection  with the  Series 1  convertible
           preferred stock financing
4.3*       Warrant to purchase up to  1,538,462  shares of common  stock,  dated
           December 23, 1998, issued by Be Incorporated to Intel Corporation
4.4*       Amended and Restated  Investors' Rights Agreement,  dated February 4,
           1998
9.1***     Form of  Stockholder  Support  Agreement by and among Palm Inc.,  ECA
           Subsidiary Acquisition  Corporation and the Company, dated August 16,
           2001, as amended and restated on September 10, 2001
10.1*      Form of Indemnity  Agreement entered into between the Company and its
           directors and officers

                                       19
<PAGE>

10.2.1*    1992 Stock Option Plan
10.2.2*    Form of 1992 Stock Option Agreement
10.3.1*    1999 Equity Incentive Plan
10.3.2*    Form of 1999 Equity Incentive Plan Stock Option Agreement
10.3.3*    Form of 1999 Stock Option Grant Notice
10.4.1*    Employee Stock Purchase Plan
10.4.2*    Form of Employee Stock Purchase Plan Offering
10.5.1*    Non-Employee Directors' Stock Option Plan
10.5.2*    Form of Nonstatutory Stock Option
10.6.1*    Office  Lease  dated June 24,  1994,  by and  between  Menlo  Station
           Development and the Company
10.6.2*    Amendment to Office Lease, dated April 10, 1997, by and between Menlo
           Station Development and the Company
10.7*      Employment Agreement, dated June 22, 1998, by and between the Company
           and Wesley S. Saia
10.8*      Employment  Agreement,  dated  March 12,  1999,  by and  between  the
           Company and Roy Graham
10.9*      Employment  Agreement,  dated  October 9, 1998,  by and  between  the
           Company and Jean R. Calmon
10.10*     Stock Purchase Agreement, dated as May 1, 1998, by and among StarCode
           Software,  Inc., the Stockholders of StarCode Software,  Inc., and Be
           Incorporated
10.11*+    Software  Distribution  Agreement,  dated  November  5, 1998,  by and
           between the Company and Plat'Home Co. Ltd.
10.12**    Form of Change in Control Agreement
10.13***   Funding  Agreement,  dated August 16, 2001,  by and between Palm Inc.
           and the Company
10.14***   Form of  Non-Competition  Agreement,  effective November 13, 2001, by
           and between Palm, Inc. and certain  stockholders or  optionholders of
           the Company
21.1*      List of Subsidiaries
24.1       Power of Attorney (see signature page)


*          Incorporated   by  reference  from  the   Registrant's   Registration
           Statement on Form S-1, as amended (File No. 333-77855)

**         Incorporated by reference from the Registrant's Annual Report on Form
           10-K, filed with the SEC on March 30, 2000

***        Incorporated  by reference  from the  Registrant's  Definitive  Proxy
           Statement, filed with the SEC on October 9, 2001

+          Confidential  Treatment  has been  granted  with  respect  to certain
           portions of this agreement

(b) Reports on Form 8-K

     Current  Report on Form 8-K, filed  November 28, 2001,  announcing  that Be
     completed  Palm's  acquisition  of  substantially  all of the  intellectual
     property  and other  technology  assets of Be  pursuant  to the terms of an
     Amended and Restated Asset Purchase  Agreement,  dated  September 10, 2001,
     entered into between Be, Palm and ECA Subsidiary Acquisition Corporation, a
     Delaware corporation and wholly-owned subsidiary of Palm.

     Current  Report on Form 8-K,  filed March 6, 2002,  announcing  that (i) on
     February 19, 2002 Be had filed suit against  Microsoft  Corporation for the
     destruction of Be's business  resulting from the  anticompetitive  business
     practices of Microsoft  and (ii) on March 4, 2002,  the Company  planned to
     file a certificate of dissolution  with the Delaware  Secretary of State on
     March 15,  2002 in  accordance  with the Plan of  Dissolution  approved  by
     stockholders on November 12, 2001.

     Current Report on Form 8-K, filed March 28, 2002,  announcing that on March
     15,  2002,  Be had filed a  certificate  of  dissolution  with the Delaware
     Secretary  of State  and  voluntarily  delisted  from the  Nasdaq  National
     Market.



(c) (d)  Exhibits and Financial Statement Schedules

     In order to further  curtail  expenses in  connection  with our wind-up and
dissolution,  we have sought  relief from the  Securities & Exchange  Commission
from the filing of audited  financial  statements with our Annual Report on Form
10-K for the fiscal year ended December 31, 2001. As a result, we have not filed
financial  statements with this Form 10-K filing.  We are concurrently  filing a
Form 12b-25 requesting deferral from filing financial  statements while we await
a response from the SEC. If the SEC denies the Company's  no-action request,  we
intend to file audited  financial  statements for the fiscal year 2001 by filing
an Amended Annual Report on Form 10-K/A as soon as practical in accordance  with
SEC regulations  and guidelines and pursuant to any instruction  from the SEC in
it's response to the Company's  no-action request. If such relief is granted, we
will file  unaudited  financial  statements via an Amended Annual Report on Form
10-K/A no later than April 16, 2002.  Accordingly,  either  audited or unaudited
financial  statements  for the  fiscal  year  ended  December  31,  2001 will be
provided under Item 14 of such amended filing.

                                       20
<PAGE>

                                   Signatures

     Pursuant  to the  requirements  of  Section  13 or 15(d) 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,  in the  City of
Mountain View, State of California, on April 1, 2002.


                                 BE INCORPORATED

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



                                       21
<PAGE>



                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below constitutes and Daniel S. Johnston,  his attorney-in-fact,  with the power
of  substitution,  for him in any and all capacities,  to sign all amendments to
this Form 10-K and to file this Form  10-K  (including  all  exhibits  and other
documents related to the Form 10-K) with the Securities and Exchange Commission,
granting unto said  attorney-in-fact  and agent,  full power and authority to do
and perform each and every act and thing  requisite  and necessary to be done in
and about the  premises,  as fully to all  intents  and  purposes as he might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  such
attorney-in-fact,  or his  substitute,  may  lawfully  do or cause to be done by
virtue hereof. This Power of Attorney may be signed in several counterparts.

     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report has been signed by the following  persons on behalf of the  Registrant in
the capacities and on the dates indicated.


  Signature                                Title(s)                    Date

 /s/      DANIEL S. JOHNSTON       President and General Counsel   April 1, 2002
 ---------------------------
          Daniel S. Johnston

 /s/       P.C. BERNDT             Director                        April 1, 2002
 ----------------------------
          P.C. Berndt

 /s/       ANDREI M. MANOLIU       Director                        April 1, 2002
 ----------------------------
          Andrei M. Manoliu

 /s/      BARRY M. WEINMAN         Director                        April 1, 2002
 ----------------------------
          Barry M. Weinman


                                       22
<PAGE>