BEA SYSTEMS INC
8-A12G, 1997-04-10
COMPUTER PROGRAMMING SERVICES
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<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON D.C.  20549


                                    FORM 8-A


                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                    PURSUANT TO SECTION 12(B) OR 12(G) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                                BEA SYSTEMS, INC.
              (Exact name of registrant as specified in its charter)


                       Delaware                      77-0394711 
             (State or other jurisdiction of      (I.R.S. Employer 
             incorporation or organization)      Identification Number) 
                   
             385 Moffett Park Drive, Suite 105                          
                 Sunnyvale, California                   94089 
         (Address of principal executive offices)      (Zip Code) 
                  


Securities to be registered pursuant to Section 12(b) of the Act:

            Title of each class          Name of each exchange on which 
            to be so registered          each class is to be registered 
            -------------------          ------------------------------

              Not Applicable                    Not Applicable 


Securities to be registered pursuant to Section 12(g) of the Act:


                       Common Stock, $.001 par value
                              (Title of class)


                                                                     Page 1 of 3
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ITEM 1.   DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

          Incorporated herein by reference to the Description of Capital Stock
section of the Company's Registration Statement on Form SB-2 (File No. 333-
20791), as subsequently amended (the "Registration Statement"), which 
Registration Statement was filed on January 31, 1997 and amended on 
March 20, 1997 and April 3, 1997.

ITEM 2.   EXHIBITS.

EXHIBIT
NUMBER    DESCRIPTION
- ------    -----------

  2.1     Amended and Restated Certificate of Incorporation of the Registrant. 
          Incorporated herein by reference to exhibit 3.5 to the Registration
          Statement.

  2.2     Amended and Restated Bylaws of the Registrant.  Incorporated herein by
          reference to exhibit 3.4 to the Registration Statement.


                                    SIGNATURE

          Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereto duly authorized.


                                    BEA SYSTEMS, INC.


                                    Date:    April 10, 1997


                                    By:    /s/ Steve L. Brown          
                                       -----------------------------------------
                                       Steve L. Brown
                                       Chief Financial Officer and Executive 
                                          Vice President

     
                              
                                                                     Page 2 of 3
<PAGE>

                                    EXHIBITS



EXHIBIT
NUMBER    DESCRIPTION
- ------    -----------

  2.1     Amended and Restated Certificate of Incorporation of the Registrant. 
          Incorporated herein by reference to Exhibit 3.5 to the Registration
          Statement on Form SB-2 (File No. 333-20791), as subsequently amended 
          (the "Registration Statement"), which Registration Statement was 
          filed on January 31, 1997 and amended on March 20, 1997 and 
          April 3, 1997.

  2.2     Amended and Restated Bylaws of the Registrant.  Incorporated herein by
          reference to Exhibit 3.4 to the Registration Statement.

                                                                     Page 3 of 3


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