Filed by Be, Incorporated
                           Pursuant to Rule 425 under the Securities Act of 1933
                                     and deemed filed pursuant to Rule 14a-12(b)
                                       under the Securities Exchange Act of 1934
                                             Subject  Company:  Be, Incorporated
                                                  Commission  File  No.000-26387


Be Announces Intent to Appeal Nasdaq Staff Determination

MENLO PARK, Calif.,  September 10, 2001 -- Be Incorporated  (Nasdaq:  BEOS), the
creator of the BeIA and BeOS operating systems,  today announced it has received
notification  from the Nasdaq Stock Market,  Inc. that it has failed to maintain
the minimum bid price of at least $1.00 over 30 consecutive trading days and has
not regained compliance during the 90 days provided under the Nasdaq Marketplace
Rules. The minimum bid price  requirements  are set forth in Nasdaq  Marketplace
Rules 4450(a)(5) and 4310 (c)(8)(B).

The notice of  non-compliance  subjects Be to delisting from the Nasdaq National
Market.  Be,  however,  plans to  request  a  hearing  before  a Nasdaq  Listing
Qualifications  Panel to review the  Staff's  determination.  During such review
process,  Be's  securities  will  continue  to be listed on the Nasdaq  National
Market.

Be recently  announced it has entered  into a  definitive  agreement to sell its
intellectual  property and technology assets to Palm, Inc.  (Nasdaq:  PALM). The
purchase  price is $11  million,  to be paid in common  stock of Palm,  which Be
currently intends to liquidate as soon as reasonably  practicable  following the
closing  of  the   transaction.   Be's  board  of  directors  has  approved  the
transaction,  and  the  winding-up  of Be's  operating  business  following  the
closing.  The closing of the  transaction  and the winding-up are subject to the
approval of Be's  stockholders,  and the satisfaction of other customary closing
conditions.  The transaction is expected to close in the fourth calendar quarter
of 2001.

About Be

Founded in 1990, Be Inc. creates  software  solutions that enable rich media and
Web experiences on personal computers and Internet appliances. Be's headquarters
are in Menlo  Park,  California.  It is publicly  traded on the Nasdaq  National
Market under the symbol BEOS. Be can be found on the Web at http://www.be.com.

Safe Harbor Statement

This news release  contains  forward-looking  statements  that involve risks and
uncertainties  that could cause actual results or outcomes to differ  materially
from those contemplated by the forward-looking statements. These forward-looking
statements are made only as of the date hereof,  and Be undertakes no obligation
to update or revise the forward-looking  statements,  whether as a result of new
information, future events or otherwise. Information about the potential factors
that could affect the company's  business and  financial  results is included in
the company's annual,  quarterly and special reports, proxy statements and other
information, which is on file with the Securities and Exchange Commission.

Additional Information and Where to Find It

Palm, Inc. has filed a Registration Statement on SEC Form S-4 in connection with
its purchase of certain assets of Be, but the Registration Statement has not yet
become  effective.   Be  expects  to  mail  a  Proxy   Statement/Prospectus   to
stockholders  of  Be  containing  information  about  the  asset  sale  and  the
dissolution  of Be.  Investors  and  security  holders  are  urged  to read  the
Registration  Statement and the Proxy  Statement/Prospectus  carefully when they
are available.  The  Registration  Statement and the Proxy  Statement/Prospectus
will  contain  important  information  about  Palm,  Be,  the  asset  sale,  the
dissolution of Be and related  matters.  Investors and security  holders will be
able to obtain free copies of these documents through the web site maintained by
the U.S. Securities and Exchange Commission at http//www.sec.gov. Free copies of
the Proxy  Statement/Prospectus  and these other  documents may also be obtained
from Be by directing a request by mail to Be  Incorporated,  800 El Camino Real,
Suite 400, Menlo Park, C A 94025,  attention:  Corporate  Secretary,  telephone:
(650) 462-4100.

In addition to the  Registration  Statement and the Proxy  Statement/Prospectus,
Palm and Be file annual,  quarterly and special  reports,  proxy  statements and
other information with the SEC. You may read and copy any reports, statements or
other  information  filed by Palm or Be at the SEC public reference rooms at 450
Fifth Street, N.W., Washington, D.C. 20549 or at any of the a SEC's other public
reference rooms in New York, New York and Chicago, Illinois. Please call the SEC
at 1-800-SEC-0330 for further  information on the public reference rooms. Palm's
and Be's filings with the SEC are also  available to the public from  commercial
document-retrieval  services  and at  the  Web  site  maintained  by the  SEC at
http://www.sec.gov.

Interests of Certain Persons in the Asset Sale.

Be will be,  and  certain  other  persons  may be,  soliciting  proxies  from Be
stockholders  in favor of the  adoption  of the asset  purchase  agreement.  The
directors  and  executive  officers of Be may have  interests in the asset sale,
some  of  which  may  differ  from,  or may be in  addition  to,  those  of Be's
stockholders  generally.  For a description  of such  interests,  please see the
Registration  Statement  on SEC Form S-4 filed by Palm with the SEC on September
10, 2001.