BEA Issues Statement in Response to Unsolicited Proposal from Oracle.

SAN JOSE, Calif. -- BEA Systems (NASDAQ: BEAS) today confirmed that its Board of Directors has received an unsolicited proposal from Oracle (NASDAQ: ORCL) to acquire BEA Systems for $17.00 per share in cash. Consistent with its fiduciary duties, and in consultation with its financial and legal advisors, the Board has reviewed the proposal and the substance of recent management conversations with Oracle, and concluded that the proposal significantly under-values BEA Systems. Therefore, the Board of Directors authorized the following response letter, which was delivered to Oracle on Thursday, October 11, 2007 (prior to Oracle having publicly released its proposal).

11 October 2007

Charles Phillips
President

Oracle Corporation
500 Oracle Parkway
Redwood Shores, CA 94065

Dear Charles -

Our Board of Directors acknowledges your interest in BEA as expressed
in your letter of October 9, and is considering it in consultation
with our advisors. It is apparent to our Board, however, that BEA is
worth substantially more to Oracle, to others and, importantly, to our
shareholders than the price indicated in your letter. As we have
indicated to you previously, we believe that the absence of current
financial information in the public markets limits investor visibility
into our performance. We expect that this will be corrected in the
near future when we become current on our SEC filings, and can
communicate more fully with the investment community.

In the mean time, our Board would appreciate greater clarity about
what you mean by "proceed... to a process." As we have made clear to
you in previous discussions, we are very sensitive to the fact that
Oracle is a direct competitor of BEA. Therefore, the Board cannot
consider any process which is long in duration, open-ended in nature,
or would divulge competitively sensitive information which could
materially harm our business and our shareholders' interests.

I look forward to hearing from you.

Regards,

William Klein

BEA is being advised by Goldman, Sachs & Co. and Wachtell, Lipton, Rosen & Katz.

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. 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, 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.