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): September 11, 2003


                                 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 September 5, 2003, Be Incorporated, a Delaware corporation, announced that it
and Microsoft Corporation have reached a mutually acceptable mediated settlement
of an antitrust lawsuit filed by Be in February 2002, which is currently pending
in the United States  District  Court for the District of Maryland in Baltimore.
Be will receive a payment from Microsoft,  after  attorney's fees, in the amount
of $23,250,000 to end further litigation.  A copy of the press release issued by
the Company is attached hereto as Exhibit 99.1.



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

99.1 Press Release  titled  "Microsoft  Corporation  and Be  Incorporated  Reach
Agreement to Settle Litigation" dated September 5, 2003




     

                                   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: September 11, 2003
                                       BE INCORPORATED
                                       By: /s/ Daniel S. Johnston
                                       Daniel S. Johnston, President



                                  EXHIBIT INDEX

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

99.1             Press Release titled "Microsoft Corporation and Be Incorporated
                 Reach Agreement to Settle Litigation" dated September 5, 2003.

EX-99

PRESS RELEASE

Microsoft Corporation and Be Incorporated Reach Agreement to Settle Litigation

MOUNTAIN  VIEW,  Calif.  & REDMOND,  Wash.--(BUSINESS  WIRE)--Sept.  5, 2003--Be
Incorporated (Nasdaq:BEOS)(OTC:BEOSZ.PK) and Microsoft Corporation (Nasdaq:MSFT)
today  announced  that the parties have reached a mutually  acceptable  mediated
settlement of an antitrust  lawsuit filed by Be  Incorporated  in February 2002,
which is currently  pending in the United States District Court for the District
of  Maryland in  Baltimore.  Be will  receive a payment  from  Microsoft,  after
attorney's  fees, in the amount of  $23,250,000  to end further  litigation  and
Microsoft  admits no wrongdoing.  All other terms of the settlement  will remain
confidential.  Both parties are satisfied with the Agreement and believe that it
is fair and reasonable.  This is the second private  antitrust lawsuit Microsoft
has  settled  this  year.

Be is currently in the process of  completing  its  dissolution  pursuant to the
plan  of  dissolution  approved  by  Be's  stockholders  in  November  2001.  In
accordance with that plan and upon completion of its dissolution,  Be's net cash
will be distributed to shareholders of record as of March 15, 2002 after payment
of any taxes, officers' and directors' compensation, and other expenses, and the
satisfaction of any and all of Be's remaining liabilities.

PRESS RELEASE

For more information contact:

Dan Johnston
Be Incorporated
650/965-4842
danj@beincorporated.com