SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Carges Mark T

(Last)

(First)

(Middle)

2315 NORTH FIRST STREET

(Street)

SAN JOSE

95131

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/15/2004

3. Issuer Name and Ticker or Trading Symbol
BEA SYSTEMS INC [ BEAS ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive V.P. CTO

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	26,331	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Incentive Stock Option (right to buy)	03/19/1997⁽¹⁾	03/19/2006	Common Stock	83,200	$0.0713	D
Incentive Stock Option (right to buy)	03/27/1998⁽¹⁾	03/27/2007	Common Stock	48,000	$1.5	D
Incentive Stock Option (right to buy)	10/15/1998⁽¹⁾	10/15/2007	Common Stock	32,000	$3.9375	D
Incentive Stock Option (right to buy)	05/17/2000⁽¹⁾	05/17/2009	Common Stock	21,472	$4.3282	D
Incentive Stock Option (right to buy)	05/29/1999⁽¹⁾	05/29/2008	Common Stock	40,000	$5.297	D
Incentive Stock Option (right to buy)	07/26/2003⁽¹⁾	07/26/2012	Common Stock	9,925	$5.55	D
Incentive Stock Option (right to buy)	04/12/2003⁽¹⁾	04/12/2012	Common Stock	4,167	$10.78	D
Incentive Stock Option (right to buy)	11/02/2002⁽¹⁾	11/02/2011	Common Stock	848	$11.7	D
Incentive Stock Option (right to buy)	04/05/2002⁽¹⁾	04/05/2011	Common Stock	2,501	$20.9375	D
Incentive Stock Option (right to buy)	03/19/2002⁽¹⁾	03/19/2011	Common Stock	1,251	$30.1875	D
Incentive Stock Option (right to buy)	06/27/2001⁽¹⁾	06/27/2010	Common Stock	3,747	$38.6094	D
Incentive Stock Option (right to buy)	10/31/2001⁽¹⁾	10/31/2010	Common Stock	910	$62.125	D
Non-Qualified Stock Option (right to buy)	01/26/2004⁽²⁾	07/26/2012	Common Stock	68,612	$4.1625	D
Non-Qualified Stock Option (right to buy)	07/26/2003⁽¹⁾	07/26/2012	Common Stock	111,951	$5.55	D
Non-Qualified Stock Option (right to buy)	09/01/2005⁽¹⁾	09/01/2014	Common Stock	50,000	$6.65	D
Non-Qualified Stock Option (right to buy)	05/19/2005⁽¹⁾	05/19/2014	Common Stock	15,000	$8.27	D
Non-Qualified Stock Option (right to buy)	04/01/2004⁽¹⁾	04/01/2013	Common Stock	40,000	$10.14	D
Non-Qualified Stock Option (right to buy)	04/12/2003⁽¹⁾	04/12/2012	Common Stock	45,833	$10.78	D
Non-Qualified Stock Option (right to buy)	11/02/2002⁽¹⁾	11/02/2011	Common Stock	124,152	$11.7	D
Non-Qualified Stock Option (right to buy)	03/31/2005⁽¹⁾	03/31/2014	Common Stock	30,000	$12.74	D
Non-Qualified Stock Option (right to buy)	04/05/2002⁽¹⁾	04/05/2011	Common Stock	27,499	$20.9375	D
Non-Qualified Stock Option (right to buy)	03/19/2002⁽¹⁾	03/19/2011	Common Stock	18,749	$30.1875	D
Non-Qualified Stock Option (right to buy)	06/27/2001⁽¹⁾	06/27/2010	Common Stock	5,253	$38.6094	D
Non-Qualified Stock Option (right to buy)	05/02/2002⁽³⁾	05/02/2011	Common Stock	1,000	$40.88	D
Non-Qualified Stock Option (right to buy)	01/03/2002⁽³⁾	01/03/2011	Common Stock	100	$53.125	D
Non-Qualified Stock Option (right to buy)	10/31/2001⁽¹⁾	10/31/2010	Common Stock	19,090	$62.125	D

Explanation of Responses:

1. 25% of the Option shall vest and may be exercised upon the first anniversary of the Date of Grant and an additional 1/48th of the Option shall vest and may be exercised upon the monthly anniversary of the Date of Grant thereafter. The stock option is completely vested in four years.

2. Fifty percent (50%) of the Total Shares will vest and may be exercised on the eighteen month anniversary date (1/26/04), thereafter, an additional 1/36th of the Total Shares shall vest monthly and may be exercised upon each of the remaining 18 monthly anniversaries. The stock option is completely vested in 3 years.

3. 100% of the Number of options shall vest and will be exercisable on the one year anniversary of the date of grant.

	By: /s/ William M. Klein For: Mark Carges	09/24/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.