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* ICAHN CARL C ET AL (Last) (First) (Middle) C/O ICAHN CAPITAL MANAGEMENT LP 767 FIFTH AVE., SUITE 4700 (Street) NEW YORK NY 10153 (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 X 10% Owner Officer (give title below) X Other (specify below) see footnotes
	3. Date of Earliest Transaction (Month/Day/Year) 10/10/2007
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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, par value $0.001 per share ("Common Stock")	10/10/2007		X		8,500,000(1)(2)(3)(4)(5)(19)	A	$9	25,772,870	I	see footnotes(1)(10)(11)(12)(19)
Common Stock	10/10/2007		X		26,047,147(1)(6)(7)(8)(9)(19)	A	$7.5	51,820,017	I	see footnotes(1)(13)(14)(15)(19)

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
Call Option ("right to purchase")	$9	10/10/2007		X			8,500,000	(1)(2)(3)(4)(5)	11/03/2008	Common Stock	8,500,000	$0	0	D(18)
Put Option ("obligation to purchase")	$9	10/10/2007		E			8,500,000	(16)	11/03/2008	Common Stock	8,500,000	$0	0	D(18)
Call Option ("right to purchase")	$7.5	10/10/2007		X			26,047,147	(1)(6)(7)(8)(9)	12/10/2009	Common Stock	26,047,147	$0	0	D(18)
Put Option ("obligation to purchase")	$7.5	10/10/2007		E			26,047,147	(17)	12/10/2009	Common Stock	26,047,147	$0	0	D(18)

1. Name and Address of Reporting Person* ICAHN CARL C ET AL (Last) (First) (Middle) C/O ICAHN CAPITAL MANAGEMENT LP 767 FIFTH AVE., SUITE 4700 (Street) NEW YORK NY 10153 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) see footnotes

1. Name and Address of Reporting Person* ICAHN PARTNERS LP (Last) (First) (Middle) C/O ICAHN CAPITAL MANAGEMENT LP 767 FIFTH AVENUE, SUITE 4700 (Street) NEW YORK NY 10153 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) see footnotes

1. Name and Address of Reporting Person* ICAHN PARTNERS HOLDING LP (Last) (First) (Middle) 445 HAMILTON AVENUE SUITE 1210 (Street) WHITE PLAINS NY 10601 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) see footnotes

1. Name and Address of Reporting Person* ICAHN PARTNERS MASTER FUND LP (Last) (First) (Middle) C/O WALKERS SPV LIMITED, WALKER HOUSE 87 MARY STREET (Street) GEORGE TOWN, GRAND CANYON E9 KY1-9002 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) see footnotes

1. Name and Address of Reporting Person* ICAHN PARTNERS MASTER FUND II L.P. (Last) (First) (Middle) C/O ICAHN OFFSHORE LP 445 HAMILTON AVE., SUITE 1210 (Street) WHITE PLAINS NY 10601 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) see footnotes

1. Name and Address of Reporting Person* ICAHN PARTNERS MASTER FUND III L.P. (Last) (First) (Middle) 445 HAMILTON AVENUE SUITE 1210 (Street) WHITE PLAINS NY 10601 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) see footnotes

Explanation of Responses:

1. Barberry Corp. ("Barberry) is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises"). Icahn Enterprises is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Partners Holding L.P. ("Icahn Partners Holdings"). Icahn Partners Holding is the general partner of each of Icahn Onshore L.P. ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of each of Icahn Master, Icahn Master II and Icahn Master III. Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. The foregoing entities, together with Mr. Icahn, are sometimes referred to collectively in this Form 4 as the "Reporting Persons."

2. On October 10, 2007, each of High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III exercised American-style call options (the " $9.00 Call Options") referencing an aggregate of 8,500,000 underlying Shares. As a result of exercising the $9.00 Call Options, High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III acquired in the aggregate 8,500,000 Shares.

3. Of these 8,500,000, High River directly beneficially owns 1,700,000 Shares, Icahn Partners directly beneficially owns 2,463,176 Shares, Icahn Master directly beneficially owns 2,985,026 Shares, Icahn Master II directly beneficially owns 980,608 Shares and Icahn Master III directly beneficially owns 371,190 Shares. Each of Hopper, Barberry and Mr. Icahn, by virtue of their relationships to High River, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares.

4. Each of Icahn Offshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master, Icahn Master II and Icahn Master III, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master, Icahn Master II and Icahn Master III directly beneficially owns.

5. Each of Icahn Offshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares. Each of Icahn Onshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares.

6. On October 10, 2007, each of High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III exercised American-style call options (the "$7.50 Call Options") referencing an aggregate of 26,047,147 underlying Shares. As a result of exercising the $7.50 Call Options, High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III acquired in the aggregate 26,047,147 Shares.

7. Of these 26,047,147 Shares, High River directly beneficially owns 4,754,004 Shares, Icahn Partners directly beneficially owns 7,745,988 Shares, Icahn Master directly beneficially owns 10,044,266 Shares, Icahn Master II directly beneficially owns 2,540,871 Shares and Icahn Master III directly beneficially owns 962,018 Shares. Each of Hopper, Barberry and Mr. Icahn, by virtue of their relationships to High River, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares.

8. Each of Icahn Offshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master, Icahn Master II and Icahn Master III, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master, Icahn Master II and Icahn Master III directly beneficially owns.

9. Each of Icahn Offshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares. Each of Icahn Onshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares.

10. As a result of exercising the $9.00 Call Options, High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III beneficially own in the aggregate 25,772,870 Shares. Of these 25,772,870 Shares, High River directly beneficially owns 5,609,997 Shares, Icahn Partners directly beneficially owns 7,490,460 Shares, Icahn Master directly beneficially owns 8,005,649 Shares, Icahn Master II directly beneficially owns 3,385,559 Shares and Icahn Master III directly beneficially owns 1,281,205 Shares. Each of Hopper, Barberry and Mr. Icahn, by virtue of their relationships to High River, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares.

11. Each of Icahn Offshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master, Icahn Master II and Icahn Master III, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master, Icahn Master II and Icahn Master III directly beneficially owns. Each of Icahn Offshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares.

12. Each of Icahn Onshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares.

13. As a result of exercising the $7.50 Call Options, High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III beneficially own in the aggregate 51,820,017 Shares. Of these 51,820,017 Shares, High River directly beneficially owns 10,364,001 Shares, Icahn Partners directly beneficially owns 15,236,448 Shares, Icahn Master directly beneficially owns 18,049,915 Shares, Icahn Master II directly beneficially owns 5,926,430 Shares and Icahn Master III directly beneficially owns 2,243,223 Shares. Each of Hopper, Barberry and Mr. Icahn, by virtue of their relationships to High River, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares.

14. Each of Icahn Offshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master, Icahn Master II and Icahn Master III, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master, Icahn Master II and Icahn Master III directly beneficially owns. Each of Icahn Offshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares.

15. Each of Icahn Onshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares.

16. High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III previously wrote European-style put options with an exercise price of $9.00 referencing an aggregate of 8,500,000 underlying Shares and expiring on November 3, 2008 (the ("$9.00 Put Options"). The $9.00 Put Options provided that they settle in cash.

17. High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III previously wrote European-style put options with an exercise price of $7.50 referencing an aggregate of 26,047,147 underlying Shares. The $7.50 Put Options provided that they settle in cash.

18. Please note that the "D" is inserted merely as a placeholder. As indicated in Table II, Column 9, as of October 10, 2007, the Reporting Persons no longer own any of the Derivative Securities identified in Table II.

19. See also Form 4 filed by Carl C. Icahn et al. on October 12, 2007, for the name, address, and signature of each of the following Reporting Persons: Carl C. Icahn, Barberry, Beckton, High River, Hopper, Icahn Enterprises G.P., Icahn Enterprises, IPH, Icahn Offshore, and Icahn Onshore.

	CARL C. ICAHN	10/12/2007
	ICAHN PARTNERS LP	10/12/2007
	ICAHN PARTNERS HOLDING LP	10/12/2007
	ICAHN PARTNERS MASTER FUND LP	10/12/2007
	ICAHN PARTNERS MASTER FUND II L.P.	10/12/2007
	ICAHN PARTNERS MASTER FUND III L.P.	10/12/2007
	** Signature of Reporting Person	Date
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