X0202 4 2007-11-07 0 0001031798 BEA SYSTEMS INC BEAS 0001184529 SCHLOSBERG RICHARD T III 2315 NORTH FIRST STREET SAN JOSE CA 95131 1 0 0 0 Non-Qualified Stock Option (right to buy) 7.22 2007-11-07 4 D 0 100000 D 2015-04-27 Common Stock 100000 0 D Non-Qualified Stock Option (right to buy) 7.65 2007-11-07 4 A 0 100000 A 2015-04-27 Common Stock 100000 100000 D In a Form 4 filed on April 29, 2005, the reporting person reported that on April 27, 2005, he was granted a non-qualified stock option to purchase 100,000 shares of BEA common stock having an exercise price of $7.22 per share. One-fourth of the shares vested on April 27, 2006 and one forty-eighth of the shares vest(ed) monthly thereafter. 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 $7.65 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