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* ICAHN CARL C ET AL (Last) (First) (Middle) C/O ICAHN CAPITAL MANAGEMENT LP 767 FIFTH AVE., SUITE 4700 (Street) NEW YORK NY 10153 (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 X 10% Owner Officer (give title below) X Other (specify below) see footnotes
	3. Date of Earliest Transaction (Month/Day/Year) 10/01/2007
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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

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
Call Options	$7.5	10/01/2007		P		1,500,000		(1)(2)(3)(4)	12/10/2009	Common Stock	1,500,000	$6.46	24,547,147	I	see footnotes(1)(5)(6)(7)(25)
Call Options	$7.5	10/02/2007		P		1,500,000		(1)(8)(9)(10)	12/10/2009	Common Stock	1,500,000	$6.32	26,047,147	I	see footnotes(1)(11)(12)(13)(25)
Put Options	$7.5	10/01/2007		P		1,500,000		(1)(14)(15)(16)	12/10/2009	Common Stock	1,500,000	$0.01	24,547,147	I	see footnotes(1)(17)(18)(25)
Put Options	$7.5	10/02/2007		P		1,500,000		(1)(19)(20)(21)	12/10/2009	Common Stock	1,500,000	$0.01	26,047,147	I	see footnotes(1)(22)(23)(24)(25)

1. Name and Address of Reporting Person* ICAHN CARL C ET AL (Last) (First) (Middle) C/O ICAHN CAPITAL MANAGEMENT LP 767 FIFTH AVE., SUITE 4700 (Street) NEW YORK NY 10153 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) see footnotes

1. Name and Address of Reporting Person* ICAHN PARTNERS LP (Last) (First) (Middle) C/O ICAHN CAPITAL MANAGEMENT LP 767 FIFTH AVENUE, SUITE 4700 (Street) NEW YORK NY 10153 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) see footnotes

1. Name and Address of Reporting Person* ICAHN PARTNERS HOLDING LP (Last) (First) (Middle) 445 HAMILTON AVENUE SUITE 1210 (Street) WHITE PLAINS NY 10601 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) see footnotes

1. Name and Address of Reporting Person* Icahn Partners Master Fund LP (Last) (First) (Middle) C/O WALKERS SPV LIMITED, P.O. BOX 908GT 87 MARY STREET (Street) GEORGE TOWN, GRAND CANYON E9 E9 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) see footnotes

1. Name and Address of Reporting Person* ICAHN PARTNERS MASTER FUND II LP (Last) (First) (Middle) C/O ICAHN OFFSHORE LP 445 HAMILTON AVE., SUITE 1210 (Street) WHITE PLAINS NY 10601 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) see footnotes

1. Name and Address of Reporting Person* ICAHN PARTNERS MASTER FUND III L.P. (Last) (First) (Middle) 445 HAMILTON AVENUE SUITE 1210 (Street) WHITE PLAINS NY 10601 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) see footnotes

Explanation of Responses:

1. Barberry Corp. ("Barberry) is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises"). Icahn Enterprises is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Partners Holding L.P. ("Icahn Partners Holdings"). Icahn Partners Holding is the general partner of each of Icahn Onshore L.P. ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of each of Icahn Master, Icahn Master II and Icahn Master III. Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. The foregoing entities, together with Mr. Icahn, are sometimes referred to collectively in this Form 3 as the "Reporting Persons."

2. Each of High River, Icahn Partners, and Icahn Master purchased American-style call options ("Call Options") referencing an aggregate of 1,500,000 underlying Shares (the "Underlying Shares"), which expire on December 10, 2009. The Call Options provide for physical settlement (unless the High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III, as applicable, opts for a cash settlement). None of the Call Options provide for any of the Reporting Persons to have direct or indirect voting, investment or dispositive control over any Underlying Shares and, accordingly, except to the extent of their pecuniary interest therein, the Reporting Persons disclaim any beneficial ownership in any Underlying Shares or other securities, if any, which may be owned by the counterparties to such Call Options.

3. Of these Call Options, High River directly beneficially owns 300,000 Call Options, Icahn Partners directly beneficially owns 1,151,666 Call Options, and Icahn Master directly beneficially owns 48,334 Call Options. Each of Hopper, Barberry and Mr. Icahn, by virtue of their relationships to High River, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Call Options which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Call Options except to the extent of their pecuniary interest therein. Each of Icahn Offshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Call Options which Icahn Master directly beneficially owns.

4. Each of Icahn Offshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Call Options except to the extent of their pecuniary interest therein. Each of Icahn Onshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Call Options which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Call Options except to the extent of their pecuniary interest therein.

5. Each of High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III have purchased Call Options referencing an aggregate of 24,547,147 Underlying Shares. Of these Call Options, High River directly beneficially owns 4,454,004 Call Options, Icahn Partners directly beneficially owns 7,307,289 Call Options, Icahn Master directly beneficially owns 9,512,623 Call Options, Icahn Master II directly beneficially owns 2,375,498 Call Options, and Icahn Master III directly beneficially owns 897,733 Call Options. Each of Hopper, Barberry and Mr. Icahn, by virtue of their relationships to High River, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Call Options which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Call Options except to the extent of their pecuniary interest therein.

6. Each of Icahn Onshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Call Options which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Call Options except to the extent of their pecuniary interest therein. Each of Icahn Offshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master, Icahn Master II, and Icahn Master III are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Call Options which Icahn Master, Icahn Master II, and Icahn Master III directly beneficially owns.

7. Each of Icahn Offshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Call Options except to the extent of their pecuniary interest therein.

8. Each of High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III purchased Call Options referencing an aggregate of 1,500,000 underlying Shares. Of these Call Options, High River directly beneficially owns 300,000 Call Options, Icahn Partners directly beneficially owns 438,699 Call Options, Icahn Master directly beneficially owns 531,643 Call Options, Icahn Master II directly beneficially owns 165,373 Call Options and Icahn Master III directly beneficially owns 64,285 Call Options. Each of Hopper, Barberry and Mr. Icahn, by virtue of their relationships to High River, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Call Options which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Call Options except to the extent of their pecuniary interest therein.

9. Each of Icahn Offshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master, Icahn Master II, and Icahn Master III are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Call Options which Icahn Master, Icahn Master II, and Icahn Master III directly beneficially owns. Each of Icahn Offshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Call Options except to the extent of their pecuniary interest therein.

10. Each of Icahn Onshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Call Options which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Call Options except to the extent of their pecuniary interest therein.

11. Each of High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III have purchased Call Options referencing an aggregate of 26,047,147 Underlying Shares. Of these Call Options, High River directly beneficially owns 4,754,004 Call Options, Icahn Partners directly beneficially owns 7,745,988 Call Options, Icahn Master directly beneficially owns 10,044,266 Call Options, Icahn Master II directly beneficially owns 2,540,871 Call Options, and Icahn Master III directly beneficially owns 962,018 Call Options. Each of Hopper, Barberry and Mr. Icahn, by virtue of their relationships to High River, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Call Options which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Call Options except to the extent of their pecuniary interest therein.

12. Each of Icahn Onshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Call Options which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Call Options except to the extent of their pecuniary interest therein. Each of Icahn Offshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master, Icahn Master II, and Icahn Master III are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Call Options which Icahn Master directly beneficially owns.

13. Each of Icahn Offshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Call Options except to the extent of their pecuniary interest therein.

14. Each of High River, Icahn Partners, and Icahn Master purchased European-style put options ("Put Options") referencing an aggregate of 1,500,000 underlying Shares (the "Underlying Shares"), which expire on December 10, 2009. The Put Options provide that they settle in cash. None of the Put Options provide for any of the Reporting Persons to have direct or indirect voting, investment or dispositive control over any Underlying Shares and, accordingly, except to the extent of their pecuniary interest therein, the Reporting Persons disclaim any beneficial ownership in any Underlying Shares or other securities, if any, which may be owned by the counterparties to such Put Options. Of these Put Options, High River directly beneficially owns 300,000 Put Options, Icahn Partners directly beneficially owns 1,151,666 Put Options, and Icahn Master directly beneficially owns 48,334 Put Options.

15. Each of Hopper, Barberry and Mr. Icahn, by virtue of their relationships to High River, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Put Options which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Put Options except to the extent of their pecuniary interest therein. Each of Icahn Offshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Put Options which Icahn Master directly beneficially owns. Each of Icahn Offshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Put Options except to the extent of their pecuniary interest therein.

16. Each of Icahn Onshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Put Options which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Put Options except to the extent of their pecuniary interest therein.

17. Each of High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III have purchased Put Options referencing an aggregate of 24,547,147 Underlying Shares. Of these Put Options, High River directly beneficially owns 4,454,004 Put Options, Icahn Partners directly beneficially owns 7,307,289 Put Options, Icahn Master directly beneficially owns 9,512,623 Put Options, Icahn Master II directly beneficially owns 2,375,498 Put Options, and Icahn Master III directly beneficially owns 897,733 Put Options. Each of Hopper, Barberry and Mr. Icahn, by virtue of their relationships to High River, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Put Options which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Put Options except to the extent of their pecuniary interest therein.

18. Each of Icahn Onshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Put Options which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Put Options except to the extent of their pecuniary interest therein. Each of Icahn Offshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master, Icahn Master II, and Icahn Master III are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Put Options which Icahn Master, Icahn Master II, and Icahn Master III directly beneficially owns.

19. Each of High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III purchased Put Options referencing an aggregate of 1,500,000 underlying Shares. Of these Put Options, High River directly beneficially owns 300,000 Put Options, Icahn Partners directly beneficially owns 438,699 Put Options, Icahn Master directly beneficially owns 531,643 Put Options, Icahn Master II directly beneficially owns 165,373 Put Options and Icahn Master III directly beneficially owns 64,285 Put Options. Each of Hopper, Barberry and Mr. Icahn, by virtue of their relationships to High River, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Put Options which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Put Options except to the extent of their pecuniary interest therein.

20. Each of Icahn Offshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master, Icahn Master II, and Icahn Master III are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Put Options which Icahn Master, Icahn Master II, and Icahn Master III directly beneficially owns. Each of Icahn Offshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Put Options except to the extent of their pecuniary interest therein.

21. Each of Icahn Onshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Put Options which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Put Options except to the extent of their pecuniary interest therein.

22. Each of High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III have purchased Put Options referencing an aggregate of 26,047,147 Underlying Shares. Of these Put Options, High River directly beneficially owns 4,754,004 Put Options, Icahn Partners directly beneficially owns 7,745,988 Put Options, Icahn Master directly beneficially owns 10,044,266 Put Options, Icahn Master II directly beneficially owns 2,540,871 Put Options, and Icahn Master III directly beneficially owns 962,018 Put Options. Each of Hopper, Barberry and Mr. Icahn, by virtue of their relationships to High River, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Put Options which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Put Options except to the extent of their pecuniary interest therein.

23. Each of Icahn Onshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Put Options which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Put Options except to the extent of their pecuniary interest therein. Each of Icahn Offshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master, Icahn Master II, and Icahn Master III are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Put Options which Icahn Master, Icahn Master II, and Icahn Master III directly beneficially owns.

24. Each of Icahn Offshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Put Options except to the extent of their pecuniary interest therein.

25. See also Form 4 filed by Carl C. Icahn et al. on October 3, 2007, for the name, address, and signature of each of the following Reporting Persons: Carl C. Icahn, Barberry, Beckton, High River, Hopper, Icahn Enterprises G.P., Icahn Enterprises, IPH, Icahn Offshore, and Icahn Onshore.

	CARL C. ICAHN	10/03/2007
	ICAHN PARTNERS LP	10/03/2007
	ICAHN PARTNERS HOLDING LP	10/03/2007
	ICAHN PARTNERS MASTER FUND LP	10/03/2007
	ICAHN PARTNERS MASTER FUND II L.P.	10/03/2007
	ICAHN PARTNERS MASTER FUND III L.P.	10/03/2007
	** Signature of Reporting Person	Date
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