SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

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                                    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): September 11, 2003


                                 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 September 5, 2003, Be Incorporated, a Delaware corporation, announced that it
and Microsoft Corporation have reached a mutually acceptable mediated settlement
of an antitrust lawsuit filed by Be in February 2002, which is currently pending
in the United States  District  Court for the District of Maryland in Baltimore.
Be will receive a payment from Microsoft,  after  attorney's fees, in the amount
of $23,250,000 to end further litigation.  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  "Microsoft  Corporation  and Be  Incorporated  Reach
Agreement to Settle Litigation" dated September 5, 2003




     

                                   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: September 11, 2003
                                       BE INCORPORATED
                                       By: /s/ Daniel S. Johnston
                                       Daniel S. Johnston, President



                                  EXHIBIT INDEX

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

99.1             Press Release titled "Microsoft Corporation and Be Incorporated
                 Reach Agreement to Settle Litigation" dated September 5, 2003.