SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* KLEIN WILLIAM (Last) (First) (Middle) 2315 NORTH FIRST STREET (Street) SAN JOSE CA 95131 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol BEA SYSTEMS INC [ BEAS ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Chief Financial Officer
	3. Date of Earliest Transaction (Month/Day/Year) 02/25/2004
	4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/25/2004		M(1)		4,000	A	$2.775	9,170	D
Common Stock	02/25/2004		S(1)		4,000	D	$13.5698	5,170	D
Common Stock	02/25/2004		M(1)		4,000	A	$2.775	9,170	D
Common Stock	02/25/2004		S(1)		4,000	D	$13.634	5,170	D
Common Stock	02/25/2004		M(1)		4,100	A	$2.775	9,270	D
Common Stock	02/25/2004		S(1)		4,100	D	$13.5529	5,170	D
Common Stock	02/25/2004		M(1)		5,600	A	$2.775	10,770	D
Common Stock	02/25/2004		S(1)		5,600	D	$13.63	5,170	D
Common Stock	02/25/2004		M(1)		7,600	A	$2.775	12,770	D
Common Stock	02/25/2004		S(1)		7,600	D	$13.4842	5,170	D
Common Stock	02/25/2004		M(1)		8,250	A	$2.775	13,420	D
Common Stock	02/25/2004		S(1)		8,250	D	$13.61	5,170	D
Common Stock	02/25/2004		M(1)		10,200	A	$2.775	15,370	D
Common Stock	02/25/2004		S(1)		10,200	D	$13.64	5,170	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Non-Qualified Stock Option (right to buy)	$2.775	02/25/2004		M(1)			150	07/26/2003	07/26/2012	Common Stock	150	$0	599,850	D
Non-Qualified Stock Option (right to buy)	$2.775	02/25/2004		M(1)			300	07/26/2003	07/26/2012	Common Stock	300	$0	599,550	D
Non-Qualified Stock Option (right to buy)	$2.775	02/25/2004		M(1)			400	07/26/2003	07/26/2012	Common Stock	400	$0	599,150	D
Non-Qualified Stock Option (right to buy)	$2.775	02/25/2004		M(1)			600	07/26/2003	07/26/2012	Common Stock	600	$0	598,550	D
Non-Qualified Stock Option (right to buy)	$2.775	02/25/2004		M(1)			800	07/26/2003	07/26/2012	Common Stock	800	$0	597,750	D
Non-Qualified Stock Option (right to buy)	$2.775	02/25/2004		M(1)			1,000	07/26/2003	07/26/2012	Common Stock	1,000	$0	596,750	D
Non-Qualified Stock Option (right to buy)	$2.775	02/25/2004		M(1)			1,300	07/26/2003	07/26/2012	Common Stock	1,300	$0	595,450	D
Non-Qualified Stock Option (right to buy)	$2.775	02/25/2004		M(1)			1,300	07/26/2003	07/26/2012	Common Stock	1,300	$0	594,150	D
Non-Qualified Stock Option (right to buy)	$2.775	02/25/2004		M(1)			1,300	07/26/2003	07/26/2012	Common Stock	1,300	$0	592,850	D
Non-Qualified Stock Option (right to buy)	$2.775	02/25/2004		M(1)			1,400	07/26/2003	07/26/2012	Common Stock	1,400	$0	591,450	D
Non-Qualified Stock Option (right to buy)	$2.775	02/25/2004		M(1)			1,400	07/26/2003	07/26/2012	Common Stock	1,400	$0	590,050	D
Non-Qualified Stock Option (right to buy)	$2.775	02/25/2004		M(1)			1,400	07/26/2003	07/26/2012	Common Stock	1,400	$0	588,650	D
Non-Qualified Stock Option (right to buy)	$2.775	02/25/2004		M(1)			1,400	07/26/2003	07/26/2012	Common Stock	1,400	$0	587,250	D
Non-Qualified Stock Option (right to buy)	$2.775	02/25/2004		M(1)			1,400	07/26/2003	07/26/2012	Common Stock	1,400	$0	585,850	D
Non-Qualified Stock Option (right to buy)	$2.775	02/25/2004		M(1)			1,600	07/26/2003	07/26/2012	Common Stock	1,600	$0	584,250	D
Non-Qualified Stock Option (right to buy)	$2.775	02/25/2004		M(1)			2,000	07/26/2003	07/26/2012	Common Stock	2,000	$0	582,250	D
Non-Qualified Stock Option (right to buy)	$2.775	02/25/2004		M(1)			2,100	07/26/2003	07/26/2012	Common Stock	2,100	$0	580,150	D
Non-Qualified Stock Option (right to buy)	$2.775	02/25/2004		M(1)			2,100	07/26/2003	07/26/2012	Common Stock	2,100	$0	578,050	D
Non-Qualified Stock Option (right to buy)	$2.775	02/25/2004		M(1)			2,100	07/26/2003	07/26/2012	Common Stock	2,100	$0	575,950	D
Non-Qualified Stock Option (right to buy)	$2.775	02/25/2004		M(1)			2,100	07/26/2003	07/26/2012	Common Stock	2,100	$0	573,850	D
Non-Qualified Stock Option (right to buy)	$2.775	02/25/2004		M(1)			2,100	07/26/2003	07/26/2012	Common Stock	2,100	$0	571,750	D
Non-Qualified Stock Option (right to buy)	$2.775	02/25/2004		M(1)			2,100	07/26/2003	07/26/2012	Common Stock	2,100	$0	569,650	D
Non-Qualified Stock Option (right to buy)	$2.775	02/25/2004		M(1)			2,500	07/26/2003	07/26/2012	Common Stock	2,500	$0	567,150	D
Non-Qualified Stock Option (right to buy)	$2.775	02/25/2004		M(1)			2,800	07/26/2003	07/26/2012	Common Stock	2,800	$0	564,350	D
Non-Qualified Stock Option (right to buy)	$2.775	02/25/2004		M(1)			2,800	07/26/2003	07/26/2012	Common Stock	2,800	$0	561,550	D
Non-Qualified Stock Option (right to buy)	$2.775	02/25/2004		M(1)			3,400	07/26/2003	07/26/2012	Common Stock	3,400	$0	558,150	D
Non-Qualified Stock Option (right to buy)	$2.775	02/25/2004		M(1)			3,500	07/26/2003	07/26/2012	Common Stock	3,500	$0	554,650	D
Non-Qualified Stock Option (right to buy)	$2.775	02/25/2004		M(1)			3,500	07/26/2003	07/26/2012	Common Stock	3,500	$0	551,150	D
Non-Qualified Stock Option (right to buy)	$2.775	02/25/2004		M(1)			3,500	07/26/2003	07/26/2012	Common Stock	3,500	$0	547,650	D
Non-Qualified Stock Option (right to buy)	$2.775	02/25/2004		M(1)			3,900	07/26/2003	07/26/2012	Common Stock	3,900	$0	543,750	D

Explanation of Responses:

1. The sales set forth herein are made in connection with a selling plan previously entered into that is intended to comply with Rule 10(b)5-1(c).

	William M. Klein	02/25/2004
	** 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 4 (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).
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