EXHIBIT 12.1

BEA Systems, Inc.

Ratio of Earnings to Fixed Charges

(in thousands)

	Six Months Ended 31-Jul-03		Fiscal Years Ended January 31,
			2003(2)		2002(2)			2001		2000			1999
Income (loss) before income taxes	$	37,056	$	119,823	$	(4,268	)	$	47,462	$	(5,657	)	$	(46,726	)
Add fixed charges		24,105		54,572		50,212			35,426		29,385			16,615
Earnings (as defined)	$	61,161	$	174,395	$	45,944		$	82,888	$	23,728		$	(30,111	)
Fixed charges:
Interest expense (1)	$	15,681	$	33,257	$	30,232		$	22,674	$	12,363		$	10,426
Portion of rent expense representative of interest		6,847		17,134		17,820			10,321		7,779			5,528
Amortization of debt premium and issuance costs		1,577		4,181		2,160			2,431		9,243			661
Total fixed charges	$	24,105	$	54,572	$	50,212		$	35,426	$	29,385		$	16,615
Ratio of earnings to fixed charges		2.54		3.20		*			2.34		*			*

 * Earnings (as defined) were insufficient to cover fixed charges by $4,268, $5,657 and $46,726 for the fiscal years ended January 31, 2002, 2000, and 1999, respectively.

(1) Excludes debt conversion premium of $236 and $8,054 in fiscal 2001 and 2000, respectively, which is included in amortization of debt premium and issuance costs.

(2) Revised to include land lease interest as interest expense rather than operating rent.