Filed by Be, Incorporated
                           Pursuant to Rule 425 under the Securities Act of 1933
                                     and deemed filed pursuant to Rule 14a-12(b)
                                       under the Securities Exchange Act of 1934
                                             Subject  Company:  Be, Incorporated
                                                  Commission  File  No.000-26387


                              (COMPANY LETTERHEAD)



                            -- IMPORTANT REMINDER --
                               -- TIME IS SHORT --

                     PLEASE VOTE NOW TO HELP REDUCE EXPENSES
                      Associated with FURTHER SOLICITATION

                                                                October 24, 2001

Dear Fellow Stockholder:

     We previously mailed to you proxy materials relating to the Special Meeting
of Stockholders of Be Incorporated to be held on Monday, November 12, 2001.

     According to our latest  records,  we have not received your proxy card for
this  important  meeting.  Regardless  of the  number of shares  you own,  it is
important they are represented and voted at the meeting. Please take a moment to
sign,  date and mail the enclosed  duplicate  proxy card  promptly in the return
envelope provided for your convenience. You may also vote via the Internet or by
telephone by following the enclosed instructions.

     For the reasons set forth in the Proxy  Statement,  dated  October 5, 2001,
the Board of Directors  recommends  you vote "FOR" all  proposals on the meeting
agenda.  Please  note that your  failure to vote will have the same  effect as a
vote  AGAINST  the  proposals.  Your vote is  extremely  important.  Your prompt
response is greatly  appreciated  and will help conserve the  Company's  limited
remaining resources.

     If you have any  questions or need  assistance  with voting your shares you
may call our proxy  solicitor,  N.S.  Taylor & Associates,  Inc. toll free (866)
470-4300 or (207) 564-8700 collect.

         Thank you for your cooperation and continued support.


                                               Sincerely,

                                               P.C. Berndt
                                               Chief Financial Officer