8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

December 18, 2007 (December 12, 2007)

Date of Report (Date of earliest event reported)

BEA SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-22369	77-0394711
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

2315 North First Street

San Jose, California 95131

(Address of principal executive offices, including zip code)

(408) 570-8000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

(e) On December 12, 2007, the Compensation Committee of the Board of Directors of BEA Systems, Inc. (the “Company”) approved, and the Company entered into, an amendment (the “Amendment”) to certain stock option agreements by and between the Company and Mark Carges, Executive Vice President, Business Interaction Division (the “Optionee”). The Amendment permits the Optionee to pay the aggregate exercise price of the shares to be delivered upon the exercise of the option and any statutorily required tax withholding by having the Company withhold that number of shares with an aggregate fair market value equal to the aggregate exercise price of the option plus any statutorily required tax withholding.

A copy of the Amendment is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Exhibit Title
10.1	Amendment to stock option agreements between BEA Systems, Inc. and Mark Carges, dated December 12, 2007.

-2-

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		BEA SYSTEMS, INC.
Date:	December 18, 2007	By:	/s/ Mark P. Dentinger
			Mark P. Dentinger
			Executive Vice President and Chief Financial Officer

-3-

Exhibit Index

Exhibit Number	Exhibit Title
10.1	Amendment to stock option agreements between BEA Systems, Inc. and Mark Carges, dated December 12, 2007.

EX-10.1

Exhibit 10.1

BEA SYSTEMS, INC.

AMENDMENT TO STOCK OPTION AGREEMENTS

This Amendment (the “Amendment”) to the stock options described below (the “Options”), by and between BEA Systems, Inc., a Delaware corporation, and Mark Carges (the “Optionee”) is effective as of December 12, 2007. Capitalized terms used in this Amendment that are not otherwise defined herein shall have the respective meanings assigned to them in the plan document or option agreement related to each Option.

WHEREAS, Optionee has been granted the following Options:

• Award ID Number 000628, dated March 27, 1997, granted under the Company’s 1995 Flexible Stock Incentive Plan, to purchase 48,000 shares for $1.50000 per share.

• Award ID Number 001031, dated October 15, 1997, granted under the Company’s 1997 Stock Incentive Plan, to purchase 32,000 shares for $3.93750 per share;

WHEREAS, the option agreements pursuant to which the Options were granted do not permit the exercise of the Options by having a number of shares with an aggregate fair market value equal to the aggregate option exercise price and any statutorily required tax withheld; and

WHEREAS, the Compensation Committee of the Company believes it is in the best interest of the Company to permit the exercise of options by having a number of shares with an aggregate fair market value equal to aggregate option exercise price and any statutorily required tax withheld;

NOW, THEREFORE, BE IT RESOLVED, that the parties hereto hereby agree to amend the stock option agreement for each of the Options to provide that the following sentence will be added to the end of the Method of Payment section:

“In addition, the Exercise Price and any statutorily required tax withholding may be paid by withholding a number of otherwise deliverable shares subject to the Option to be exercised with an aggregate fair market value equal to the aggregate Exercise Price of the Option to be exercised and any statutorily required tax withholding.”

OPTIONEE	BEA SYSTEMS, INC.
/s/ Mark Carges	/s/ Robert F. Donohue
Mark Carges	Signature
	Robert F. Donohue
	Print Name
	Vice President
	Title