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): August 21, 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, SUITE 6
                         MOUNTAIN VIEW, CALIFORNIA 94041
                    (Address of principal executive offices)

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





Item 5. Other Events.


On August 21, 2002, the Company  announced the Judicial  Panel on  Multidistrict
Litigation  ordered Be's antitrust lawsuit against Microsoft  transferred to the
federal  district  court  for the  District  of  Maryland  in  Baltimore,  to be
coordinated by Judge  Frederick  Motz. Be had  originally  filed its suit in the
Northern  District  of  California,  where it was  assigned  to a federal  judge
sitting in Oakland.  The Company  also  announced  the court's  scheduling  of a
pretrial  proceedings  status  conference for the attorneys of all parties whose
cases  against  Microsoft  will be  coordinated  by the  judge,  and  that at an
appropriate  time, Be will be entitled to have its case  transferred back to the
federal  court  in  Oakland,  unless  Be  consents  to a  trial  of its  case in
Baltimore.  A copy of the press release issued by the Company is attached hereto
as Exhibit 99.1



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

99.1 Press Release titled "Be  Incorporated's  Antitrust Suit Against  Microsoft
Transferred to Maryland" dated August 21, 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: August 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's  Antitrust Suit Against  Microsoft
Transferred to Maryland" dated August 21, 2002.