SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

DENTINGER MARK P

(Last)

(First)

(Middle)

2315 NORTH FIRST STREET

(Street)

SAN JOSE

95131

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/17/2003

3. Issuer Name and Ticker or Trading Symbol
BEA SYSTEMS INC [ BEAS ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Sr. VP; Princ. Acct. Officer

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	18,617	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Incentive Stock Option (right to buy)	03/31/2000	03/31/2009	Common Stock	1,252	$3.75	D
Incentive Stock Option (right to buy)	02/22/2000	02/22/2009	Common Stock	74,136	$4.0625	D
Incentive Stock Option (right to buy)	07/26/2003	07/26/2012	Common Stock	3,647	$5.55	D
Incentive Stock Option (right to buy)	05/13/2003	05/13/2012	Common Stock	1,563	$9.29	D
Incentive Stock Option (right to buy)	11/02/2002	11/02/2011	Common Stock	5,669	$11.7	D
Incentive Stock Option (right to buy)	05/14/2002	05/14/2011	Common Stock	1,042	$32.37	D
Incentive Stock Option (right to buy)	06/27/2001	06/27/2010	Common Stock	2,813	$38.6094	D
Incentive Stock Option (right to buy)	12/11/2001	12/11/2010	Common Stock	851	$77.9375	D
Non-Qualified Stock Option (right to buy)	03/31/2000	03/31/2009	Common Stock	18,086	$3.75	D
Non-Qualified Stock Option (right to buy)	02/22/2000	02/22/2009	Common Stock	21,826	$4.0625	D
Non-Qualified Stock Option (right to buy)	07/26/2003	07/26/2012	Common Stock	75,000	$4.1625	D
Non-Qualified Stock Option (right to buy)	07/26/2003	07/26/2012	Common Stock	21,353	$5.55	D
Non-Qualified Stock Option (right to buy)	11/12/2003	11/12/2012	Common Stock	100,000	$5.865	D
Non-Qualified Stock Option (right to buy)	05/13/2003	05/13/2012	Common Stock	13,437	$9.29	D
Non-Qualified Stock Option (right to buy)	04/01/2004	04/01/2013	Common Stock	20,000	$10.14	D
Non-Qualified Stock Option (right to buy)	11/02/2002	11/02/2011	Common Stock	24,331	$11.7	D
Non-Qualified Stock Option (right to buy)	05/14/2002	05/14/2011	Common Stock	8,958	$32.37	D
Non-Qualified Stock Option (right to buy)	06/27/2001	06/27/2010	Common Stock	4,687	$38.6094	D
Non-Qualified Stock Option (right to buy)	01/03/2002	01/03/2011	Common Stock	100	$53.125	D
Non-Qualified Stock Option (right to buy)	12/11/2001	12/11/2010	Common Stock	9,149	$77.9375	D

Explanation of Responses:

	By: William M. Klein For: Mark P. Dentinger	09/25/2003
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.