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. 333-69234



Stockholders of Be Incorporated Approve Asset Sale to Palm, Inc.

MENLO PARK,  CA  (November  12,  2001) - Be  Incorporated  (NASDAQ:  BEOS) today
announced that the  stockholders  of Be have approved the sale of  substantially
all of its intellectual  property and other technology assets to a subsidiary of
Palm,  Inc.,  pursuant to the terms of a  previously  announced  asset  purchase
agreement  between Be and Palm.  The  stockholders  of Be have also approved the
proposed  dissolution  of Be  pursuant  to the  terms of a plan of  dissolution.
Jean-Louis  Gassee,  Chairman and CEO of Be, said "On behalf of Be and its Board
of Directors,  I would like to thank our  stockholders  for their support of the
company during this difficult  period." It is anticipated  that the  transaction
with Palm will close within the next two business days.


About Be

Founded in 1990, Be  Incorporated  creates  software  solutions that enable rich
media and Web experiences on personal  computers and Internet  appliances.  Be's
headquarters are in Menlo Park, California.  It is publicly traded on the Nasdaq
National  Market  under  the  symbol  BEOS.  Be  can  be  found  on  the  Web at
http://www.be.com.

Safe Harbor Statement

This news release  contains  forward-looking  statements  that involve risks and
uncertainties  that could cause actual results or outcomes to differ  materially
from those contemplated by the forward-looking statements. These forward-looking
statements are made only as of the date hereof,  and Be undertakes no obligation
to update or revise the forward-looking  statements,  whether as a result of new
information, future events or otherwise. Information about the potential factors
that could affect the company's  business and  financial  results is included in
the company's annual,  quarterly and special reports, proxy statements and other
information, which is on file with the Securities and Exchange Commission.