UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

September 29, 2006 (September 25, 2006)

BEA SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

DELAWARE	0-22369	77-0394711
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I. R. S. Employer Identification No.)

2315 North First Street, San Jose, CA	95131
(Address of Principal Executive Office)	(Zip Code)

(Registrant’s telephone number, including area code)

(408) 570-8000

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

On September 25, 2006, BEA Systems, Inc. (the “Company”), deposited $260,355,000 as trust funds in trust with U.S. Bank National Association (as successor to State Street Bank and Trust Company), as trustee under the Indenture, dated as of December 15, 1999, between the Company and State Street Bank and Trust Company (the “Indenture”), governing the Company’s 4% Convertible Subordinated Notes due December 15, 2006 (the “Notes”). In accordance with Section 4.1 of the Indenture, this deposit is an amount of cash sufficient to pay and discharge the entire indebtedness on such Notes for the principal and accrued interest to the date of maturity and satisfied and discharged the Company’s obligations under the Indenture governing the Notes. Interest will accrue for the Company on the deposited amount until the Notes mature on December 15, 2006.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

BEA SYSTEMS, INC.
By:	/s/ Mark P. Dentinger
	Mark P. Dentinger
	Executive Vice President and Chief Financial Officer

Date: September 29, 2006