SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

ICAHN CARL C ET AL

(Last)

(First)

(Middle)

C/O ICAHN ASSOCIATES CORP.

767 FIFTH AVE., SUITE 4700

(Street)

NEW YORK

10153

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/28/2007

3. Issuer Name and Ticker or Trading Symbol
BEA SYSTEMS INC [ BEAS ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
see footnotes

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.001 per share ("Common Stock")	17,272,870 ^{( 1 )} ^{( 2 )} ^{( 3 )} ^{( 4 )}	I	see footnotes ^{( 1 )} ^{( 2 )} ^{( 3 )} ^{( 4 )} ^{( 23 )}

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Call options	^{( 5 )} ^{( 6 )} ^{( 7 )} ^{( 8 )}	12/10/2009	Common Stock	23,047,147	7.5	I	see footnotes ^{( 2 )} ^{( 6 )} ^{( 7 )} ^{( 8 )} ^{( 23 )}
Put options	^{( 9 )} ^{( 10 )} ^{( 11 )} ^{( 12 )}	12/10/2009	Common Stock	23,047,147	7.5	I	see footnotes ^{( 2 )} ^{( 10 )} ^{( 11 )} ^{( 12 )} ^{( 23 )}
Commonly referred to as Total Return Swaps ("TRS")	^{( 13 )} ^{( 14 )} ^{( 15 )}	08/24/2009	Common Stock	1,671,717	11.78	I	see footnotes ^{( 2 )} ^{( 13 )} ^{( 14 )} ^{( 15 )} ^{( 23 )}
TRS	^{( 13 )} ^{( 14 )} ^{( 16 )}	08/24/2009	Common Stock	1,669,869	11.94	I	see footnotes ^{( 2 )} ^{( 13 )} ^{( 14 )} ^{( 16 )} ^{( 23 )}
TRS	^{( 13 )} ^{( 14 )} ^{( 17 )}	08/24/2009	Common Stock	330,471	12.01	I	see footnotes ^{( 2 )} ^{( 13 )} ^{( 14 )} ^{( 17 )} ^{( 23 )}
TRS	^{( 13 )} ^{( 14 )} ^{( 18 )}	08/24/2009	Common Stock	750,000	12.01	I	see footnotes ^{( 2 )} ^{( 13 )} ^{( 14 )} ^{( 18 )} ^{( 23 )}
TRS	^{( 13 )} ^{( 14 )} ^{( 19 )}	08/24/2009	Common Stock	1,239,200	11.94	I	see footnotes ^{( 2 )} ^{( 13 )} ^{( 14 )} ^{( 19 )} ^{( 23 )}
TRS	^{( 13 )} ^{( 14 )} ^{( 20 )}	08/24/2009	Common Stock	488,400	11.8	I	see footnotes ^{( 2 )} ^{( 13 )} ^{( 14 )} ^{( 20 )} ^{( 23 )}
TRS	^{( 13 )} ^{( 14 )} ^{( 21 )}	08/24/2009	Common Stock	596,282	11.99	I	see footnotes ^{( 2 )} ^{( 13 )} ^{( 14 )} ^{( 21 )} ^{( 23 )}
TRS	^{( 13 )} ^{( 14 )} ^{( 22 )}	08/24/2009	Common Stock	12,000	12.01	I	see footnotes ^{( 2 )} ^{( 13 )} ^{( 14 )} ^{( 22 )} ^{( 23 )}

1. Name and Address of Reporting Person^*

ICAHN CARL C ET AL

(Last)

(First)

(Middle)

C/O ICAHN ASSOCIATES CORP.

767 FIFTH AVE., SUITE 4700

(Street)

NEW YORK

10153

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BARBERRY CORP.

(Last)

(First)

(Middle)

445 HAMILTON AVENUE

SUITE 1210

(Street)

WHITE PLAINS

10601

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BECKTON CORP

(Last)

(First)

(Middle)

445 HAMILTON AVENUE

SUITE 1210

(Street)

WHITE PLAINS

10601

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

HIGH RIVER LIMITED PARTNERSHIP

(Last)

(First)

(Middle)

445 HAMILTON AVENUE

SUITE 4700

(Street)

WHITE PLAINS

10601

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Hopper Investments LLC

(Last)

(First)

(Middle)

445 HAMILTON AVENUE

SUITE 1210

(Street)

WHITE PLAINS

10601

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

IPH GP LLC

(Last)

(First)

(Middle)

445 HAMILTON AVENUE

SUITE 1210

(Street)

WHITE PLAINS

10601

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ICAHN ENTERPRISES G.P. INC.

(Last)

(First)

(Middle)

445 HAMILTON AVENUE

SUITE 1210

(Street)

WHITE PLAINS

10601

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ICAHN ENTERPRISES HOLDINGS L.P.

(Last)

(First)

(Middle)

445 HAMILTON AVENUE

SUITE 1210

(Street)

WHITE PLAINS

10601

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ICAHN OFFSHORE LP

(Last)

(First)

(Middle)

445 HAMILTON AVENUE

SUITE 1210

(Street)

WHITE PLAINS

10601

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ICAHN ONSHORE LP

(Last)

(First)

(Middle)

445 HAMILTON AVENUE

SUITE 1210

(Street)

WHITE PLAINS

10601

(City)

(State)

(Zip)

Explanation of Responses:

1. Of these shares of Common Stock, par value $0.001 per share (the "Shares"), of BEA Systems, Inc. ("BEA"), High River Limited Partnership ("High River") directly beneficially owns 3,909,997 Shares, Icahn Partners LP ("Icahn Partners") directly beneficially owns 5,027,284 Shares, Icahn Partners Master Fund LP ("Icahn Master") directly beneficially owns 5,020,623 Shares, Icahn Partners Master Fund II LP ("Icahn Master II") directly beneficially owns 2,404,951 Shares, and Icahn Partners Master Fund III LP ("Icahn Master III") directly beneficially owns 910,015 Shares.

2. 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 3 as the "Reporting Persons".

3. Each of Hopper, Barberry and Mr. Icahn, by virtue of its relationship to High River, is 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 except to the extent of their pecuniary interest therein. 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 is 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 except to the extent of their pecuniary interest therein.

4. 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 except to the extent of their pecuniary interest therein.

5. Each of High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III have purchased American-style call options ("Call Options") referencing an aggregate of 23,047,147 underlying Shares (the "Underlying Shares"), which expire on December 10, 2009. The Call Options provide for physical settlement (unless High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III, as applicable, opts for a cash settlement). None of the Call Options provide for any of the Reporting Persons to have direct or indirect voting, investment or dispositive control over any Underlying Shares and, accordingly, except to the extent of their pecuniary interest therein, the Reporting Persons disclaim any beneficial ownership in any Underlying Shares or other securities, if any, which may be owned by the counterparties to such Call Options.

6. Of these Call Options, High River directly beneficially owns 4,154,004 Call Options, Icahn Partners directly beneficially owns 6,155,623 Call Options, Icahn Master directly beneficially owns 9,464,289 Call Options, Icahn Master II directly beneficially owns 2,375,498 Call Options, and Icahn Master III directly beneficially owns 897,733 Call Options. 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 Call Options which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Call Options except to the extent of their pecuniary interest therein.

7. 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 is deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Call Options 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 Call Options except to the extent of their pecuniary interest therein.

8. 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 Call Options 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 Call Options except to the extent of their pecuniary interest therein.

9. Each of High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III have purchased European-style put options ("Put Options") referencing an aggregate of 23,047,147 Underlying Shares, which expire on December 10, 2009. The Put Options provide that they settle in cash. None of the Put Options provide for any of the Reporting Persons to have direct or indirect voting, investment or dispositive control over any Underlying Shares and, accordingly, except to the extent of their pecuniary interest therein, the Reporting Persons disclaim any beneficial ownership in any Underlying Shares or other securities, if any, which may be owned by the counterparties to such Put Options.

10. Of these Put Options, High River directly beneficially owns 4,154,004 Put Options, Icahn Partners directly beneficially owns 6,155,623 Put Options, Icahn Master directly beneficially owns 9,464,289 Put Options, Icahn Master II directly beneficially owns 2,375,498 Put Options, and Icahn Master III directly beneficially owns 897,733 Put Options. 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 Put Options which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Put Options except to the extent of their pecuniary interest therein.

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 is deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Put Options 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 Put Options except to the extent of their pecuniary interest therein.

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 Put Options 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 Put Options except to the extent of their pecuniary interest therein.

13. Each of High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III has entered into various cash-settled total return swap agreements (each a "Swap") with fixed termination dates and with respect to a notional number of shares of Common Stock ("reference shares") of BEA as set forth in Table II and the applicable footnotes thereto. Under each Swap, at termination, the counterparty is obligated to pay to High River, Icahn Partners, Icahn Master, Icahn Master II or Icahn Master III, as applicable, in cash, amounts that are determined in part by reference to any increase between an initial reference price per share as set forth in Table II and the market value of such reference shares on the applicable termination date.

14. In addition, under each Swap, each of High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III, as applicable, is obligated to pay to the counterparty, in cash, amounts that are determined in part by reference to any decrease between the initial reference price per share set forth in Table II and the market value of such reference shares on the applicable termination date. None of the Swaps provides for any of the Reporting Persons to have direct or indirect voting, investment or dispositive control over any reference shares and, accordingly, except to the extent of their pecuniary interest therein, the Reporting Persons disclaim any beneficial ownership in any reference shares or other securities, if any, which may be owned by the counterparties to such Swaps.

15. Under this Swap, High River has exposure with respect to 334,343 reference shares, Icahn Partners has exposure with respect to 430,517 reference shares, Icahn Master has exposure to 623,078 reference shares, Icahn Master II has exposure to 205,750 reference shares, and Icahn Master III has exposure to 78,029 reference shares.

16. Under this Swap, High River has exposure with respect to 333,974 reference shares, Icahn Partners has exposure with respect to 429,456 reference shares, Icahn Master has exposure to 623,266 reference shares, Icahn Master II has exposure to 205,427 reference shares, and Icahn Master III has exposure to 77,746 reference shares.

17. Under this Swap, High River has exposure with respect to 66,094 reference shares, Icahn Partners has exposure with respect to 84,990 reference shares, Icahn Master has exposure to 123,345 reference shares, Icahn Master II has exposure to 40,655 reference shares, and Icahn Master III has exposure to 15,387 reference shares.

18. Under this Swap, High River has exposure with respect to 150,000 reference shares, Icahn Partners has exposure with respect to 192,886 reference shares, Icahn Master has exposure to 279,931 reference shares, Icahn Master II has exposure to 92,265 reference shares, and Icahn Master III has exposure to 34,918 reference shares.

19. Under this Swap, High River has exposure with respect to 247,840 reference shares, Icahn Partners has exposure with respect to 318,698 reference shares, Icahn Master has exposure to 462,521 reference shares, Icahn Master II has exposure to 152,446 reference shares, and Icahn Master III has exposure to 57,695 reference shares.

20. Under this Swap, High River has exposure with respect to 97,680 reference shares, Icahn Partners has exposure with respect to 125,606 reference shares, Icahn Master has exposure to 182,291 reference shares, Icahn Master II has exposure to 60,083 reference shares, and Icahn Master III has exposure to 22,740 reference shares.

21. Under this Swap, High River has exposure with respect to 119,256 reference shares, Icahn Partners has exposure with respect to 153,352 reference shares, Icahn Master has exposure to 222,558 reference shares, Icahn Master II has exposure to 73,356 reference shares, and Icahn Master III has exposure to 27,760 reference shares.

22. Under this Swap, High River has exposure with respect to 2,400 reference shares, Icahn Partners has exposure with respect to 3,087 reference shares, Icahn Master has exposure to 4,479 reference shares, Icahn Master II has exposure to 1,475 reference shares, and Icahn Master III has exposure to 559 reference shares.

23. See also Form 3 filed by Carl C. Icahn et al. on October 3, 2007, for the name, address, and signature of each of the following Reporting Persons: Carl C. Icahn, Icahn Partners, Icahn Partners Holding, Icahn Master, Icahn Master II, and Icahn Master III.

	CARL C. ICAHN	10/03/2007
	BARBERRY CORP.	10/03/2007
	BECKTON CORP.	10/03/2007
	HIGH RIVER LIMITED PARTNERSHIP	10/03/2007
	HOPPER INVESTMENTS LLC	10/03/2007
	IPH GP LLC	10/03/2007
	ICAHN ENTERPRISES G.P. INC.	10/03/2007
	ICAHN ENTERPRISES HOLDINGS LP	10/03/2007
	ICAHN OFFSHORE LP	10/03/2007
	ICAHN ONSHORE LP	10/03/2007
	** Signature of Reporting Person	Date
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