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* Gai David L (Last) (First) (Middle) 2315 NORTH FIRST STREET (Street) SAN JOSE CA 95131 (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 10% Owner X Officer (give title below) Other (specify below) VP Exec, WW Services
	3. Date of Earliest Transaction (Month/Day/Year) 03/03/2008
	4. 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 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
Common Stock	03/03/2008		M		35,000	A	$12.74	75,412	D
Common Stock	03/03/2008		S		35,000	D	$19.06	40,412	D
Common Stock	03/03/2008		M		23,437	A	$8.27	63,849	D
Common Stock	03/03/2008		S		23,437	D	$19.06	40,412	D
Common Stock	03/03/2008		M		53,125	A	$7.96	93,537	D
Common Stock	03/03/2008		S		53,125	D	$19.06	40,412	D
Common Stock	03/03/2008		M		21,250	A	$7.98	61,662	D
Common Stock	03/03/2008		S		21,250	D	$19.06	40,412	D
Common Stock	03/03/2008		M		50,000	A	$10.94	90,412	D
Common Stock	03/03/2008		S		50,000	D	$19.06	40,412	D
Common Stock	03/03/2008		M		32,812	A	$13.27	73,224	D
Common Stock	03/03/2008		S		32,812	D	$19.06	40,412	D
Common Stock	03/03/2008		M		33,333	A	$12.74	73,745	D
Common Stock	03/03/2008		S		33,333	D	$19.06	40,412	D
Common Stock	03/03/2008		M		66,667	A	$12.81	107,079	D
Common Stock	03/03/2008		S		66,667	D	$19	40,412	D
Common Stock(1)	03/03/2008		M		62,500	A	$7.08	102,912	D
Common Stock(1)	03/03/2008		S		62,500	D	$19.06	40,412	D

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
Non-Qualified Stock Option (right to buy)	$7.08	03/03/2008		M			62,500(1)	09/01/2006(2)	09/01/2014	Common Stock	62,500	$0	12,500	D
Non-Qualified Stock Option (right to buy)	$7.96	03/03/2008		M			53,125	04/13/2006(2)	04/13/2015	Common Stock	53,125	$0	21,875	D
Non-Qualified Stock Option (right to buy)	$7.98	03/03/2008		M			21,250	05/02/2006(2)	05/02/2015	Common Stock	21,250	$0	8,750	D
Non-Qualified Stock Option (right to buy)	$8.27	03/03/2008		M			23,437	05/19/2005(2)	05/19/2014	Common Stock	23,437	$0	1,563	D
Non-Qualified Stock Option (right to buy)	$10.94	03/03/2008		M			50,000	11/23/2006(2)	11/23/2015	Common Stock	50,000	$0	0	D
Non-Qualified Stock Option (right to buy)	$12.74	03/03/2008		M			33,333	08/11/2004(2)	08/20/2013	Common Stock	33,333	$0	0	D
Non-Qualified Stock Option (right to buy)	$12.74	03/03/2008		M			35,000	03/31/2005(3)	03/31/2014	Common Stock	35,000	$0	0	D
Non-Qualified Stock Option (right to buy)	$12.81	03/03/2008		M			66,667	01/11/2005(3)	08/20/2013	Common Stock	66,667	$0	0	D
Non-Qualified Stock Option (right to buy)	$13.27	03/03/2008		M			32,812	05/10/2007(2)	05/10/2016	Common Stock	32,812	$0	42,188	D

Explanation of Responses:

1. Non-qualified stock option originally granted as to 100,000 shares. 25% of the option was exercised prior to becoming a reporting person.

2. 25% of the stock option shall vest and may be exercised on the one-year anniversary of the grant date, and thereafter an additional 1/48th of the stock option shall vest and may be exercised on each subsequent monthly anniversary of the grant date over the following thirty-six months. The stock option is completely vested in four years.

3. The vesting of this option was accelerated, and the option became fully vested and exercisable on 1/30/06, as per a resolution by the Board of Directors of the Company.

	By: Robert F. Donohue For: David L. Gai	03/04/2008
	** 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 4 (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).
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