SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                -----------------

                                    FORM 8-K

                                 CURRENT REPORT
                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

        Date of Report (Date of earliest event reported): March 15, 2002


                                 BE INCORPORATED
               (Exact name of registrant as specified in charter)


                          DELAWARE 000-26387 94-3123667
             (State or other Jurisdiction (Commission (IRS Employer
               of incorporation) File Number) Identification No.)


                             655 WEST EVELYN STREET
                         MOUNTAIN VIEW, CALIFORNIA 94041
                    (Address of principal executive offices)

                                 (650) 965-4842
              (Registrant's telephone number, including area code)





Item 5. Other Events.


     On March 15, 2002, the Company announced that on March 15, 2002, it filed a
certificate  of dissolution  with the Delaware  Secretary of State in accordance
with the plan of dissolution  approved by stockholders on November 12, 2001. The
record date, for purposes of determining the stockholders  that will be eligible
to  participate  in the final  distribution  of Be's assets,  if any, was set as
March 15, 2002.  Be's stock  transfer books were closed as of the end of trading
on March 15,  2002,  and it ceased  recording  transfers of shares of its common
stock.  The Company also announced that it voluntarily  delisted from the Nasdaq
National  Market  (the  "Nasdaq")  effective  March 15, 2002 and that its shares
would no longer be traded on the Nasdaq beginning the next trading day following
the filing of the certificate of dissolution. A copy of the press release issued
by the Company is attached hereto as Exhibit 99.1






Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

         (a)      Financial statements of business acquired.  Not applicable.

         (b)      Pro forma financial information.  Not applicable.

         (c)      Exhibits.

Exhibit Number    Description
- --------------   -------------

     99.1 Press Release  titled "Be  Incorporated  Delists From Nasdaq  National
          Market and Files Certificate of Dissolution" dated March 15, 2002.






                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

Date: March 28, 2002

                                 BE INCORPORATED
                                 By:  /s/ Daniel S. Johnston
                                 Daniel S. Johnston, President






                                  EXHIBIT INDEX


Exhibit Number    Description
- --------------   -------------

     99.1 Press Release  titled "Be  Incorporated  Delists From Nasdaq  National
          Market and Files Certificate of Dissolution" dated March 15, 2002.