X0202 4 2007-11-07 0 0001031798 BEA SYSTEMS INC BEAS 0001220636 JANEWAY WILLIAM H 2315 NORTH FIRST STREET SAN JOSE CA 95131 1 0 0 0 Non-Qualified Stock Option (right to buy) 10.78 2007-11-07 4 D 0 50000 D 2012-04-12 Common Stock 50000 0 D Non-Qualified Stock Option (right to buy) 12.73 2007-11-07 4 A 0 50000 A 2012-04-12 Common Stock 50000 50000 D Non-Qualified Stock Option (right to buy) 12.30 2007-11-07 4 D 0 60000 D 2014-03-17 Common Stock 60000 0 D Non-Qualified Stock Option (right to buy) 12.72 2007-11-07 4 A 0 60000 A 2014-03-17 Common Stock 60000 60000 D In a Form 4 filed on July 3, 2002, the reporting person reported that on April 12, 2002, he was granted a non-qualified stock option to purchase 50,000 shares of common stock having an exercise price of $10.78 per share and 100% vested on April 12, 2003. In connection with BEA's historic stock option review, it was determined that the fair market value on the measurement date of the option was $12.73 per share. The reporting person and BEA agreed to amend the option to provide that the option will have an exercise price of $12.73 per share. The amendment is reported in this Form 4 as a deemed cancellation of the original option and grant of a replacement option. In a Form 4 filed on March 19, 2004, the reporting person reported that on March 17, 2004, he was granted a non-qualified stock option to purchase 60,000 shares of common stock having an exercise price of $12.30 per share and 100% vested on March 17, 2005. On December 31, 2006, in order to avoid adverse tax consequences under Section 409A of the Internal Revenue Code, the reporting person elected to amend the option by increasing its exercise price to the fair market value of the Company's stock on the grant date as such grant date was determined in connection with BEA's historic stock option review. In connection with that review, it has been determined effective on the transaction date that the fair market value of the Company's stock on the grant date was $12.72 per share. The amendment is reported in this Form 4 as a deemed cancellation of the original option and grant of a replacement option. /s/ Robert F. Donohue 2007-11-09