BEA Board Responds to Icahn Letter.

SAN JOSE, Calif. -- The Board of Directors of BEA Systems (NASDAQ: BEAS) today sent the following letter to Carl C. Icahn.

Carl C. Icahn

767 Fifth Avenue

New York, NY 10153

29 October 2007

Dear Mr. Icahn:

The Board and management of BEA Systems are not opposed to an acquisition of the company. In fact, we are currently exploring ways to maximize shareholder value, including the possible sale of the company.

The reason that Oracle's $17.00 per share proposal is unacceptable to the Board is because it significantly undervalues BEA, and consistent with our fiduciary duty we will continue to vigorously oppose a sale to Oracle or anyone else at that price in order to protect the interests of all BEA shareholders. As we have stated publicly, we are prepared to authorize negotiations to sell the company at a price of $21.00 per share and to sign immediately a merger agreement that is in customary form and provides for an appropriately high degree of certainty of closing.

It is important that there be no misunderstanding of the Board's position. We are opposed to selling the company at $17.00 per share. We are not opposed to selling the company.

Sincerely,

BEA Systems Board of Directors

About BEA

BEA Systems, Inc. (NASDAQ: BEAS) is a world leader in enterprise infrastructure software. Information about how BEA helps customers build a Liquid Enterprise([TM]) that transforms their business can be found at bea.com.

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements concerning the value of BEA, its growth opportunities and the synergies that might be achieved in a possible transaction. Forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those contemplated by the forward-looking statements. Such risks and uncertainties include, but are not limited to, that BEA may not achieve its internal projections, that management and the Board of Directors may be distracted by Oracle Corporation's recently-announced proposal to acquire BEA, that anticipated growth opportunities might not develop, that possible synergies might not be achieved, quarterly fluctuations in customer spending due to economic, geopolitical, competitive and other factors; dependence on the growth of the markets for BEA's products, especially the markets for SOA, service infrastructure, VOIP, telecommunications and RFID software, and overseas markets such as China; changes in the standards or technologies used in the SOA, telecommunications and portal markets that could render our products less competitive; declines in spending by the telecommunications industry as a result of consolidation or adverse economic conditions; our dependence on large transactions, particularly those consummated at the end of our quarters; dependence on new product introductions and enhancements; the introduction by competitors of new products and pricing strategies; market acceptance of BEA's enhanced product portfolio; BEA's ability to integrate new technology and personnel as a result of acquisitions; the length of BEA's sales cycle; the acceptance of BEA's products by channel partners; the success of BEA's channel partners; rapid technological change; potential software defects (particularly with regard to newly introduced and planned products); BEA's ability to retain and hire key personnel; misinterpretations resulting from the provision of non-GAAP financial information; significant leverage and debt service requirements; and other risks indicated in our filings with the SEC. For more details, please refer to our SEC filings, including our Annual Report on Form 10-K for the fiscal year ended January 31, 2006, our Quarterly Report on Form 10-Q for the quarter ended April 30, 2006, as well as similar disclosures in subsequent SEC filings. The forward-looking statements and risks stated in this press release are based on information available to BEA today. BEA assumes no obligation to update them.