1998 Brings BEA Recognition From Industry Analysts, Publications, Partners, and Global Enterprise Customers for Innovative Middleware Solutions.

SAN JOSE, Calif.--(BUSINESS WIRE)--Dec. 28, 1998--

During the Year, BEA Adds Major New Customers, Launches

BEA M3 Component Middleware, Acquires Leading Java

Application Server WebLogic

In 1998, BEA Systems, Inc., (Nasdaq:BEAS), a leader in providing distributed middleware solutions to the world's largest enterprises, expanded its customer list to 2,500 global enterprises, won several industry awards and accolades, launched the industry's first production-ready component middleware platform, and acquired WebLogic(R), Inc., one of the leading Java application server companies.

In BEA's most recent quarter, the company added a record 150 new named global accounts, including Attachmate, GTE Data Services, Kaiser Permanente, Port of Singapore, and China Mobile. These firms are the latest to join a blue chip BEA customer roster that now totals 2,500 enterprises around the world.

Other companies to select BEA in 1998 include Boeing, Deutsche Telekom, Worldcom, Norwest Financial, Holiday Inn, Enterprise Rent-A-Car, dvg Hanover, United Parcel Service, British Airways, Citibank UK, Amazon.com, Ameritrade, EDS, E

RADE, DirecTV, Union
Pacific, and Federal Express. Industry partners also recognized BEA's
leadership in middleware with Symantec, Oracle, Unisys, and Clarify
expanding alliances with BEA in the last quarter, joining Sun
Microsystem's JavaSoft, Compaq, and Microsoft, which announced
relationships with BEA earlier in the year.
     BEA's middleware technology has been increasingly viewed by
global corporations as fundamental and strategic to their IT plans
because the software handles the millions of transactions that are the
critical foundation of their businesses.
     Airlines, financial institutions, telecommunications firms,
retail outlets, and other similar organizations rely on BEA technology
for software and services that deliver mission-critical accuracy,
reliability, scalability, accessibility, and security in managing
millions of transactions across thousands of servers and disparate
systems.
     In 1998, BEA held its third annual Users Conference in San Jose,
Calif., with attendance totaling over 500.
     Industry analyst firm International Data Corporation states in
its 1998 Middleware Report that "customers are increasingly buying
into middleware because middleware is the key to building distributed
applications that are independent of the underlying technologies."
     The Standish Group reported this year that BEA is the market
leader in distributed transaction processing middleware with 51
percent of the market (its nearest competitor is IBM with 20 percent).
     The December issue of Intelligent Enterprise lists BEA as one of
only a dozen information technology firms this year to serve as leader
and trendsetter in helping enterprises integrate their applications
with a single, comprehensive integrated application architecture.
     BEA was also recently cited by GartnerGroup. In Integration in
the Component Age, GartnerGroup stated, "In 1998 BEA has emerged as
the leader (in the systematic application server market) with a proven
enterprise record, well-established enterprise support environment and
a viable, if conservative, technology vision."
     The GartnerGroup report cites BEA as the only application server
company that has both the "completeness of vision" and the "ability to
execute" that places it, alone, in the coveted upper right-hand corner
of its renowned quadrant chart for this market, ahead of industry
players like IBM, Microsoft, Oracle, and Sun.

     BEA WebLogic -- Middleware Redefined and Extended

     BEA's most recent quarter, which saw a growth in revenue of 81
percent year over year, also brought over 800 customers from WebLogic,
maker of one of the leading Java application servers, which BEA
acquired at the end of September. With the acquisition, BEA is now
able to offer enterprise customers seeking to leverage the Web within
their information systems an end-to-end middleware solution for
e-commerce.
     The BEA WebLogic application server (formerly named Tengah) has
extended BEA's potential market beyond the complex, cross-enterprise
solution to front-end, Web-based solutions for departments within
corporations and mid-sized companies. BEA WebLogic customers include
priceline.com, FirstUSA, Ericsson, Charles Schwab, Extensity, Bell
Atlantic, Pacific Bell, Merrill Lynch, and Bear Stearns.
     In 1998, BEA WebLogic won Editor's Choice Awards for Best Web
Application Server from JavaWorld and Java Developer's Journal, as
well as a RealWare Award from Intelligent Enterprise for the "Best
Application Using a Component Architecture."

     BEA's Innovative Component-Based Middleware Platform, BEA M3,
     Delivers the Next Generation of Middleware

     By the end of BEA's most recent quarter, BEA had sold over 100
development licenses to BEA's next generation, object-based middleware
known as BEA M3(TM), which was announced in June. BEA M3 was the
industry's first production-ready, mission-critical Object Transaction
Manager (OTM). BEA M3 allows IT managers to develop, deploy, and
manage object-based applications while building upon and leveraging
existing environments and applications. BEA M3 reduces application
development time while increasing ease-of-use because of reusable
components.
     The Patricia Seybold Group, in a report entitled BEA M3 Sets New
OTM Standard, states that BEA has "changed the face of this emerging
market space by providing a very high-end, mission-critical, massively
scalable environment" and continues, "BEA provides users with a very
smooth migration path to distributed objects."
     IDC in its 1998 Middleware Report calls BEA M3, "an example of a
highly complex middleware product development effort whose goal is to
radically simplify the customers' job of building distributed
applications."

     Symantec, Oracle, JavaSoft Form Strategic Partnerships with BEA
     in 1998

     In 1998, BEA formed alliances with other key companies in the IT
industry. BEA announced Symantec as BEA's strategic Java tools
partner, and subsequently announced a bundle called BEA WebPak, which
bundled Symantec's Visual Cafe, BEA WebLogic, and BEA Jolt(R) to make
it easier for BEA TUXEDO(R) customers to bring their applications to
the Web.
     BEA acquired the TOP END(R) transactional middleware from NCR and
struck up a marketing alliance with NCR focusing on TOP END and BEA's
other middleware products. BEA announced a master services agreement
with Oracle, allowing Oracle to resell BEA services.
     In addition, BEA continued its strong support for Java and became
a licensee of the Java Application Environment from Sun Microsystem's
JavaSoft unit. BEA also expanded relationships with Unisys and Clarify
during the year.

     BEA Systems, Inc.

     BEA Systems, Inc., is a leading provider of cross-platform
middleware solutions for enterprise applications. BEA's products and
services enable mission-critical, distributed applications to work
seamlessly in client/server, Internet, and legacy environments. BEA
provides transactional, messaging, and distributed object-based
software, as well as an industry-leading Java Web application server,
for developing and deploying these enterprise applications. The BEA
WebLogic application server, developed and supported by BEA's
WebXpress division, offers the critical front-end Web component to
BEA's end-to-end enterprise middleware solution.
     In addition to its broad software product line, BEA provides
complete solutions to its customers through its extensive partner
network, and a full range of services including consulting, training,
and support. BEA is headquartered in San Jose, and has 50 offices in
24 countries around the globe. The company's common stock trades on
the Nasdaq National Market under the symbol "BEAS." Additional
information on BEA is available on the Internet at
http://www.beasys.com.

     Note to Editors: BEA, Jolt, TOP END, TUXEDO, and WebLogic are
registered trademarks of BEA Systems, Inc. BEA M3 is a trademark of
BEA Systems, Inc.. All other company and product names may be
trademarks of the company with which they are associated.

     Legal Notice Regarding Forward-Looking Statements

     Statements in this document which are not purely historical are
forward-looking statements, including statements regarding beliefs,
plans, expectations or intentions regarding the future.
Forward-looking statements in this release include statements made by
third parties regarding customers increasingly buying into middleware
and BEA's completeness of vision and ability to execute. It is
important to note that actual outcomes and BEA's actual results could
differ materially from those in such forward-looking statements.
Factors that could cause actual results to differ materially include
risks and uncertainties such as: unforeseen technological difficulties
and technological and market developments related to the company's
products; technological or market changes that retard the adoption by
businesses of distributed computing; the failure of the market for the
company's products, including middleware products, to grow or to grow
more slowly than the company anticipates; and difficulties related to
retaining and managing qualified sales, service, administrative and
technical personnel and in establishing third-party distribution
relationships. Readers should also refer to the risk disclosures
outlined in BEA's annual report of Form 10-KSB for the fiscal year
1998 and BEA's quarterly reports on Form 10-Q filed from time-to-time
with the SEC.