FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Geraffo Richard JR 		2. Issuer Name and Ticker or Trading Symbol

BEA SYSTEMS INC [ BEAS ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
EVP Worldwide Sales
(Last)          (First)          (Middle)

2315 NORTH FIRST STREET 		3. Date of Earliest Transaction (MM/DD/YYYY)

11/21/2007
(Street)

SAN JOSE, CA 95131
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ 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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Restricted Stock Unit   $0   11/21/2007     A     50000       11/21/2008   (1) 11/21/2014   Common Stock   50000   $0   50000   D    

Explanation of Responses:
( 1)  Each restricted stock unit represents a contingent right to receive one share of BEA common stock. 25% of the restricted stock units shall vest and be converted to stock on the one-year anniversary of the grant date, and thereafter an additional 25% of the restricted stock units shall vest and be converted to stock on each subsequent annual anniversary of the grant date. The restricted stock units are completely vested in four years.

Remarks:
In connection with BEA's stock option review and the resulting delay in filing its required periodic reports with the Securities and Exchange Commission, BEA's registration statements on Form S-8 (the "Registration Statements") were not available for the issuance of shares thereunder, including retricted stock units. As previously disclosed on a Form 8-K filed on April 30, 2007, the Compensation Committee approved a compensation package for the reporting person which contemplated the grant of the subject restricted stock units after BEA filed its required periodic reports. On November 15, 2007, BEA filed its required periodic reports and its Registration Statements became available. Accordingly, the reporting person was granted the subject restricted stock units on the transaction date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Geraffo Richard JR
2315 NORTH FIRST STREET
SAN JOSE, CA 95131

EVP Worldwide Sales

Signatures
By: Robert F. Donohue, Attorney-in-Fact For: Richard Geraffo, Jr. 11/26/2007
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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