8-K

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                -----------------

                                    FORM 8-K

                                 CURRENT REPORT
                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported): Februray 19, 2002


                                 BE INCORPORATED
               (Exact name of registrant as specified in charter)

            DELAWARE              000-26387               94-3123667
  (State or other Jurisdiction  (Commission            (IRS Employer
        of incorporation)         File Number)        Identification No.)


                             655 WEST EVELYN STREET
                         MOUNTAIN VIEW, CALIFORNIA 94041
                    (Address of principal executive offices)

                                 (650) 965-4842
              (Registrant's telephone number, including area code)




Item 5. Other Events.

     On  February  19,  2002,  Be  Incorporated,  a  Delaware  corporation  (the
"Company")  announced  that it had  filed  suit  against  Microsoft  Corporation
("Microsoft")   for  the  destruction  of  Be's  business   resulting  from  the
anticompetitive  business  practices of  Microsoft.  A copy of the press release
issued by the Company is attached hereto as Exhibit 99.1.

     On March 4, 2002, the Company announced that on March 15, 2002, it plans to
file a  certificate  of  dissolution  with the  Delaware  Secretary  of State in
accordance with the plan of dissolution approved by stockholders on November 12,
2001.  The Company  also  announced  that it would  voluntarily  delist from the
Nasdaq  National  Market (the  "Nasdaq")  effective  March 15, 2002 and that its
shares  will no longer be traded on the Nasdaq  beginning  the next  trading day
following  the filing of the  certificate  of  dissolution.  A copy of the press
release issued by the Company is attached hereto as Exhibit 99.2


Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

         (a)      Financial statements of business acquired.  Not applicable.

         (b)      Pro forma financial information.  Not applicable.

         (c)      Exhibits.

Exhibit Number    Description
- --------------   -------------

     99.1 Press Release titled "Be Incorporated Files Suit Against Microsoft for
          Violations of Antitrust Laws" dated February 19, 2002.

     99.2 Press  Release  titled  "Be   Incorporated  to  File   Certificate  of
          Dissolution  and  Voluntarily  Delist From Nasdaq  National  Market on
          March 15, 2002" dated March 4, 2002.




                                   SIGNATURES

     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.

     Date: March 6, 2002
                                       BE INCORPORATED
                                       By: /s/ Daniel S. Johnston
                                       Daniel S. Johnston, President



                                  EXHIBIT INDEX

Exhibit Number    Description
- --------------   -------------

     99.1 Press Release titled "Be Incorporated Files Suit Against Microsoft for
          Violations of Antitrust Laws" dated February 19, 2002.

     99.2 Press  Release  titled  "Be   Incorporated  to  File   Certificate  of
          Dissolution  and  Voluntarily  Delist From Nasdaq  National  Market on
          March 15, 2002" dated March 4, 2002.

EX-99

PRESS RELEASE

Be Incorporated Files Suit Against Microsoft for Violations of Antitrust Laws

MENLO PARK, Calif.--February 19, 2002--Be Incorporated (Nasdaq: BEOS) announced
today it has filed suit against Microsoft Corporation for the destruction of
Be's business resulting from the anticompetitive business practices of
Microsoft. The lawsuit alleges, among other claims, that Microsoft harmed Be
through a series of illegal exclusionary and anticompetitive acts designed to
maintain its monopoly in the Intel-compatible PC operating system market and
created exclusive dealing arrangements with PC OEMs prohibiting the sale of PCs
with multiple preinstalled operating systems. Be has retained the law firm of
Susman Godfrey L.L.P. on a contingent fee basis to represent Be and to seek
recovery of damages for the benefit of the company and its stockholders. The
suit has been filed in the United States District Court in San Francisco. A copy
of the complaint will be made available on Be's website at
http://www.beincorporated.com

About Be

On November 12, 2001, Be stockholders approved the sale of substantially all of
Be's intellectual property and other technology assets to a subsidiary of Palm,
Inc., and the subsequent dissolution of the company in accordance with the plan
of dissolution. Pursuant to the terms of the asset purchase agreement with Palm,
Be retained certain rights, assets and liabilities in connection with the
transaction, including its cash and cash equivalents, receivables, certain
contractual liabilities under in-licensing agreements, and rights to assert and
bring certain claims and causes of action, including under the antitrust laws.
On November 13, 2001, Be completed the sale of its assets to the Palm
subsidiary. Be's headquarters have moved to Mountain View, California and can be
reached at P.O. Box 391420, Mountain View, CA 94041. It is currently publicly
traded on the Nasdaq National Market under the symbol BEOS. Be can be found on
the Web at http://www.beincorporated.com.

About Susman Godfrey L.L.P.

Susman Godfrey L.L.P. is a law firm that limits its practice to litigation, on
behalf of both plaintiffs and defendants. The firm has offices in Houston,
Dallas, Seattle, and Los Angeles. It has represented its clients in complex
litigation matters, including landmark antitrust cases, in courts throughout the
United States. On behalf of plaintiffs, the firm has won trial verdicts in a
cumulative dollar amount of more than $2 billion and has achieved settlements
representing total recoveries of more than $2.2 billion. Additional information
about the firm is available at http://www.susmangodfrey.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. The filing of the
antitrust lawsuit or the engagement of legal counsel for that purpose does not
guarantee that the outcome of the suit will be in Be's favor. While Susman
Godfrey was hired by Be to represent the company and to seek a recovery for the
benefit of stockholders, Susman Godfrey does not directly represent the
stockholders themselves, either individually or as a class. Any forward-looking
statements herein 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
activities and results is included in the company's annual, quarterly and
special reports, proxy statements and other information, which are on file with
the Securities and Exchange Commission.

PRESS RELEASE

For more information contact:
Stephen D. Susman
Susman Godfrey L.L.P.
713/653-7801
ssusman@susmangodfrey.com
or
Dan Johnston
Be Incorporated
650/965-4842
danj@beincorporated.com

EX-99

PRESS RELEASE

Be Incorporated to File  Certificate of Dissolution and Voluntarily  Delist From
Nasdaq National Market on March 15, 2001

MENLO PARK,  Calif.--March  4, 2002--Be  Incorporated  (Nasdaq:  BEOS) announced
today,  that on March 15, 2002,  it plans to file a certificate  of  dissolution
with the Delaware  Secretary of State in accordance with the plan of dissolution
approved by stockholders on November 12, 2001 and as set forth in the Definitive
Proxy Statement filed on October 9, 2001. As of the close of business on the day
Be files the certificate of dissolution, Be will set the record date as that day
for  purposes  of  determining  the  stockholders   that  will  be  eligible  to
participate in the final  distribution of Be's assets, if any. Also on that day,
Be will close its stock transfer books and cease  recording  transfers of shares
of its common stock.  Be will then  voluntarily  delist from the Nasdaq National
Market and Be shares will no longer be traded on the Nasdaq  beginning  the next
trading day after the certificate of dissolution is filed.

Pursuant  to Delaware  law, Be will  continue to exist for three years after the
dissolution becomes effective or for such longer period as the Delaware Court of
Chancery  shall  direct,  solely for the purposes of  prosecuting  and defending
lawsuits  (including  but not limited to pursuing  its  antitrust  case  against
Microsoft), settling and closing its business in an orderly manner, disposing of
any remaining  property,  discharging its  liabilities  and  distributing to its
stockholders  any remaining  assets,  but not for the purpose of continuing  any
business.  In accordance with the plan of dissolution,  after payment in full of
all claims  finally  determined  to be due,  Be will make  distributions  of any
remaining assets (including assets acquired after the record date), if any, only
to  stockholders  of record as of the record date. The timing and amounts of any
such  distributions  will be determined by Be's Board of Directors in accordance
with the plan of dissolution.  Be may also establish a liquidating trust for the
purpose of pursuing the antitrust litigation against Microsoft,  liquidating the
remaining  assets of Be, paying or providing  for the payment of Be's  remaining
liabilities and obligations, and making distributions to Be's stockholders. If a
liquidating trust is established, stockholders will receive beneficial interests
in the assets  transferred to the liquidating  trust in proportion to the number
of Be's shares owned by such stockholders as of the record date.

About Be

On November 12, 2001, Be stockholders  approved the sale of substantially all of
Be's intellectual  property and other technology assets to a subsidiary of Palm,
Inc., and the subsequent  dissolution of the company in accordance with the plan
of dissolution. Pursuant to the terms of the asset purchase agreement with Palm,
Be retained  certain  rights,  assets and  liabilities  in  connection  with the
transaction,  including  its  cash and cash  equivalents,  receivables,  certain
contractual liabilities under in-licensing agreements,  and rights to assert and
bring certain claims and causes of action,  including  under the antitrust laws.
On  November  13,  2001,  Be  completed  the  sale  of its  assets  to the  Palm
subsidiary. Be's headquarters have moved to Mountain View, California and it can
be reached at P.O. Box 391420, Mountain View, CA 94041. It is currently publicly
traded on the Nasdaq  National  Market under the symbol BEOS. Be can be found on
the Web at http://www.beincorporated.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.  Any forward-looking
statements  herein 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
activities  and results is  included  in the  company's  annual,  quarterly  and
special reports, proxy statements and other information,  which are on file with
the Securities and Exchange Commission.


For more information contact:
Be Incorporated
Dan Johnston
President
650/965-4842
danj@beincorporated.com