SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [_]

Check the appropriate box:

[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))

[X] Definitive Proxy Statement

[_] Definitive Additional Materials

[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-
12

Be Incorporated
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

1) Title of each class of securities to which transaction applies: Common
Stock

2) Aggregate number of securities to which transaction applies:

3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

4) Proposed maximum aggregate value of transaction:

5) Total fee paid:

[_] Fee paid previously with preliminary materials.

[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

1) Amount Previously Paid:

2) Form, Schedule or Registration Statement No.:

3) Filing Party:

4) Date Filed:

BE INCORPORATED
800 El Camino Real
Suite 400
Menlo Park, CA 94025

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

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held On May 30, 2001

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

TO THE STOCKHOLDERS OF BE INCORPORATED:

Notice is hereby Given that the Annual Meeting of Stockholders of Be
Incorporated, a Delaware corporation (the "Company"), will be held on
Wednesday, May 30, 2001 at 11:00 a.m. local time at Holbrook Palmer Park--The
Pavilion, 150 Watkins Avenue, Atherton, CA 94027 for the following purposes:

1. To elect three (3) directors to hold office until the 2004 Annual
Meeting of Stockholders.

2. To ratify the selection of PricewaterhouseCoopers LLP as independent
auditors of the Company for its fiscal year ending December 31, 2001.

3. To transact such other business as may properly come before the meeting
or any adjournment or postponement thereof.

The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.

The Board of Directors has fixed the close of business on April 16, 2001, as
the record date for the determination of stockholders entitled to notice of and
to vote at this Annual Meeting and at any adjournment or postponement thereof.

By Order of the Board of Directors

/s/ Daniel S. Johnston
_____________________________________
Daniel S. Johnston
Secretary

Menlo Park, California
April 24, 2001

All Stockholders are cordially invited to attend the meeting in person.
Whether or not you expect to attend the meeting, please complete, date,
sign and return the enclosed proxy as promptly as possible in order to
ensure your representation at the meeting. A return envelope (which is
postage prepaid if mailed in the United States) is enclosed for that
purpose. Even if you have given your proxy, you may still vote in person
if you attend the meeting. Please note, however, that if your shares are
held of record by a broker, bank or other nominee and you wish to vote at
the meeting, you must obtain from the record holder a proxy issued in your
name.

BE INCORPORATED
800 El Camino Real
Suite 400
Menlo Park, CA 94025

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

PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS

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

May 30, 2001

INFORMATION CONCERNING SOLICITATION AND VOTING

General

The enclosed proxy is solicited on behalf of the Board of Directors of Be
Incorporated, a Delaware corporation ("Be" or the "Company"), for use at the
Annual Meeting of Stockholders to be held on May 30, 2001, at 11:00 a.m. local
time (the "Annual Meeting"), or at any adjournment or postponement thereof, for
the purposes set forth herein and in the accompanying Notice of Annual Meeting.
The Annual Meeting will be held at Holbrook Palmer Park--The Pavilion, 150
Watkins Avenue, Atherton, CA 94027. The Company intends to mail this proxy
statement and accompanying proxy card on or about April 24, 2001, to all
stockholders entitled to vote at the Annual Meeting.

Solicitation

The Company will bear the entire cost of solicitation of proxies, including
preparation, assembly, printing and mailing of this proxy statement, the proxy
card and any additional information furnished to stockholders. Copies of
solicitation materials will be furnished to banks, brokerage houses,
fiduciaries and custodians holding in their names shares of Common Stock
beneficially owned by others to forward to such beneficial owners. The Company
may reimburse persons representing beneficial owners of Common Stock for their
costs of forwarding solicitation materials to such beneficial owners. Original
solicitation of proxies by mail may be supplemented by telephone, telegram or
personal solicitation by directors, officers or other regular employees of the
Company. No additional compensation will be paid to directors, officers or
other regular employees for such services.

Voting Rights and Outstanding Shares

Only holders of record of the Company's Common Stock at the close of
business on April 16, 2001 will be entitled to notice of and to vote at the
Annual Meeting. At the close of business on April 16, 2001, the Company had
outstanding and entitled to vote 36,614,003 shares of Common Stock.

Each holder of record of Common Stock on such date will be entitled to one
vote for each share held on all matters to be voted upon at the Annual Meeting.

All votes will be tabulated by the inspector of elections appointed for the
meeting, who will separately tabulate affirmative and negative votes,
abstentions and broker non-votes. Abstentions will be counted towards the
tabulation of votes cast on proposals presented to the stockholders and will
have the same effect as negative votes. Broker non-votes are counted towards a
quorum, but are not counted for any purpose in determining whether a matter has
been approved.

Voting Via the Internet or by Telephone

Stockholders may grant a proxy to vote their shares by means of the
telephone or on the Internet. The law of Delaware, under which the Company is
incorporated, specifically permits electronically transmitted proxies,

provided that each such proxy contains or is submitted with information from
which the inspectors of election can determine that such proxy was authorized
by the stockholder.

Votes submitted via the Internet or by telephone must be received by 12:00
midnight, Pacific Daylight Time on May 29, 2001. Submitting your proxy via the
Internet or by telephone will not affect your right to vote in person should
you decide to attend the Annual Meeting.

The telephone and Internet voting procedures below are designed to
authenticate stockholders' identities, to allow stockholders to grant a proxy
to vote their shares and to confirm that stockholders' instructions have been
recorded properly. Stockholders voting via the Internet should understand that
there may be costs associated with electronic access, such as usage charges
from Internet access providers and telephone companies, that must be borne by
the stockholder.

For Shares Registered in Your Name

Stockholders of record may go to http://www.eproxy.com/beos/ to grant a
proxy to vote their shares by means of the Internet. They will be required to
provide the company number and control number contained on their proxy cards.
The voter will then be asked to complete an electronic proxy card. The votes
represented by such proxy will be generated on the computer screen and the
voter will be prompted to submit or revise them as desired. Any stockholder
using a touch-tone telephone may also grant a proxy to vote shares by calling
1-800-240-6326 and following the recorded instructions.

For Shares Registered in the Name of a Broker or Bank

A number of brokers and banks are participating in a program provided
through ADP Investor Communication Services that offers telephone and Internet
voting options. If your shares are held in an account with a broker or bank
participating in the ADP Investor Communication Services program, you may vote
those share telephonically by calling the telephone number shown on the voting
form received from your broker or bank, or via the Internet at ADP Investor
Communication Services' voting Web site http://www.proxyvote.com.

Revocability of Proxies

Any person giving a proxy pursuant to this solicitation has the power to
revoke it at any time before it is voted. It may be revoked by filing with the
Secretary of the Company at the Company's principal executive office, 800 El
Camino Real, Suite 400, Menlo Park, CA 94025, a written notice of revocation or
a duly executed proxy bearing a later date, or it may be revoked by attending
the meeting and voting in person. Attendance at the meeting will not, by
itself, revoke a proxy.

Stockholder Proposals

The deadline for submitting a stockholder proposal for inclusion in the
Company's proxy statement and form of proxy for the Company's 2002 annual
meeting of stockholders pursuant to Rule 14a-8 of the Securities and Exchange
Commission Act of 1934 is December 25, 2001. Stockholders wishing to submit
proposals or director nominations that are not to be included in such proxy
statement and proxy must do so no later than 90 days nor earlier than 120 days
prior to the first anniversary of the preceding year's annual meeting of
stockholders. Stockholders are also advised to review the Company's Bylaws,
which contain additional requirements with respect to advance notice of
stockholder proposals and director nominations.

PROPOSAL 1

ELECTION OF DIRECTORS

The Company's Amended and Restated Certificate of Incorporation and Bylaws
provide that the Board of Directors shall be divided into three classes, each
class consisting, as nearly as possible, of one-third of the total number of
directors, with each class having a three-year term. Vacancies on the Board may
be filled only by persons elected by a majority of the remaining directors. A
director elected by the Board to fill a vacancy (including a vacancy created by
an increase in the number of directors) shall serve for the remainder of the
full term of the class of directors in which the vacancy occurred and until
such director's successor is elected and qualified.

The Board of Directors is presently composed of seven members. There are
three directors in the class whose term of office expires in 2001. If elected
at the Annual Meeting, the nominees would serve until the 2004 annual meeting
and until their successors are elected and are qualified, or until such
director's earlier death, resignation or removal. None of the current members
of the Board of Directors have been elected to the Board by the stockholders
with the exception of William F. Zuendt. All current directors have been
elected to the Board by the Board of Directors, including the three nominees
for election to this class, Barry M. Weinman, Andrei M. Manoliu and Garrett P.
Gruener.

Directors are elected by a plurality of the votes present in person or
represented by proxy and entitled to vote at the meeting. Shares represented by
executed proxies will be voted, if authority to do so is not withheld, for the
election of the nominee named below. Abstentions will be counted toward the
tabulation of votes cast on proposals presented to the stockholders and will
have the same effect as negative votes. Broker non-votes are counted towards a
quorum, but are not counted for any purpose in determining whether this matter
has been approved. In the event that the nominee should be unavailable for
election as a result of an unexpected occurrence, such shares will be voted for
the election of such substitute nominee as management may propose. The person
nominated for election has agreed to serve if elected, and management has no
reason to believe that the nominee will be unable to serve.

Set forth below is biographical information for each person nominated and
each person whose term of office as a director will continue after the Annual
Meeting.

Nominees for Election for a Three-year Term Expiring at the 2004 Annual Meeting

Barry M. Weinman

Barry M. Weinman, age 62, has served as one of our directors since February
1998 and is a member of the Audit Committee and Compensation Committee. Since
1993, Mr. Weinman has served as a General Partner for Media Technology Ventures
and as Managing Director of Media Technology Equity Partners, the newly created
media fund of AVI Management Partners III. Mr. Weinman also serves on the
Boards of Women.com, Quokka Sports, Inc. and TalkCity, Inc. Mr. Weinman holds a
B.S. from the Clarkson University, and an M.A. from the London School of
Economics/University of Southern California.

Andrei M. Manoliu

Andrei M. Manoliu, age 49, has served as a director of the Company since
February 2000. Since April 2000, Dr. Manoliu has been an independent business
and financial consultant to emerging growth companies. From 1982 to March 2000,
Dr. Manoliu was associated with Cooley Godward LLP, the Company's outside legal
counsel, most recently as a senior partner. Dr. Manoliu studied Physics at the
University of Bucharest, Romania, obtained a Ph.D. in Solid State Physics from
the University of California, Berkeley and a J.D. from Stanford Law School.

Garrett P. Gruener

Garrett P. Gruener, age 46, has served as one of our directors since April
1996, and is a member of the Compensation Committee. Since 1996, Mr. Gruener
has served as a General Partner in Alta Partners Venture Capital Company. From
1992 to 1996, Mr. Gruener served as a Vice President of Burr, Egan, Deleage &
Co., a venture capital firm. Mr. Gruener specializes in information technology
and was a founder and is currently the Chairman of Ask Jeeves, Inc., an
Internet solutions company. Mr. Gruener holds a B.S. in Political Science from
the University of California, San Diego and an M.A. from the University of
California, Berkeley.

The Board of Directors Recommends
a Vote in Favor of Each of the Above Named Nominees.

Directors Continuing in Office Until the 2002 Annual Meeting

Jean-Louis F. Gassee

Jean-Louis F. Gassee, age 57, co-founded Be in 1990 and has served as our
President, Chief Executive Officer and Chairman of the Board since October
1990. Prior to forming Be, Mr. Gassee was associated with Apple Computer, Inc.
for ten years serving in numerous capacities including President of Apple
Products, the R&D and Manufacturing division of Apple. From 1979 to 1980, Mr.
Gassee was President and General Manager of the French subsidiary of Exxon
Chemical Company. He also held several management positions with Data General
Corporation from 1974 to 1979, including Chief Executive Officer of Data
General for France and Director of Product Marketing for Europe. Mr. Gassee
currently serves as a director of several private companies as well as serving
on the Board of Directors of 3Com Corporation, Electronics for Imaging, Inc.
and Logitech International S.A. Mr. Gassee holds an M.A. of Science from the
Faculty of Sciences (France).

Stewart Alsop

Stewart Alsop, age 49, has served as one of our directors since March 1999,
and is a member of the Compensation Committee. Since 1998, Mr. Alsop has served
as a General Partner at New Enterprise Associates, a venture capital investment
firm. Mr. Alsop was a Venture Partner at New Enterprise Associates from 1996 to
1998. From June 1991 to 1996, Mr. Alsop served as Senior Vice President and
Editor-in-Chief of InfoWorld Media Group, Inc., which publishes InfoWorld, a
weekly newspaper for information-technology professionals. Mr. Alsop also
serves on the Board of Directors of Netcentives, Inc., a marketing technology
company, and TiVo, Inc., a personal television services company, as well as
several privately held companies. Mr. Alsop holds a B.A. in English from
Occidental College.

Directors Continuing in Office Until the 2003 Annual Meeting

William F. Zuendt

William F. Zuendt, age 54, has served as one of our directors since October
1999 and is a member of the Audit Committee. Mr. Zuendt was associated with
Wells Fargo & Company from 1973, serving in various capacities including having
responsibility for their computer systems and operations and directing Wells
Fargo's retail banking business. From 1994 to 1997, Mr. Zuendt served as Wells
Fargo's President and Chief Operating Officer. Mr. Zuendt also serves as a
director of 3Com Corporation, Advent Software, Inc. and Blue Martini Software,
Inc. Mr. Zuendt holds a B.S. in Mathematics from Rensselaer Polytechnic
Institute and an M.B.A. degree from Stanford University.

Steve M. Sakoman

Steve M. Sakoman, age 47, co-founded Be in 1990 and is the Chief Operating
Officer of the Company. Mr. Sakoman has served as a director of the Company
since November 2000. Prior to co-founding the

Company, Mr. Sakoman was a director of CPU development from 1984 to 1987 at
Apple Computer where he managed the hardware group responsible for the Apple II
and Macintosh product lines. Mr. Sakoman also started and managed the Newton
development team from 1987 to 1990. Mr. Sakoman was with Silicon Graphics from
1995 to 1996 where he was the director of the Consumer Products & Technologies
Group, which included the Nintendo 64 project. From 1975 to 1984, Mr. Sakoman
worked for Hewlett-Packard where he was a manufacturing engineer and the
project manager for the industry's first battery powered portable MS-DOS PC,
the HP-110.

Board Committees and Meetings

During the fiscal year ended December 31, 2000 the Board of Directors held
nine meetings and acted by unanimous written consent two times. The Board has
an Audit Committee and a Compensation Committee.

The Audit Committee meets with the Company's independent auditors at least
annually to review the results of the annual audit and discuss the financial
statements; to recommend to the Board the independent auditors to be retained;
and to receive and consider the accountants' comments as to controls, adequacy
of staff and management performance and procedures in connection with audit and
financial controls. The Audit Committee was formed by the Board in May 1999 and
it met or acted by unanimous written consent three (3) times during the fiscal
year ended December 31, 2000. The Audit Committee is currently composed of
three non-employee directors: Messrs. Zuendt and Weinman, and Mssr. Manoliu,
who was appointed to the Audit Committee on January 23, 2001. On December 8,
2000, the Board approved an amendment of the Audit Committee Charter, which has
been attached to this proxy statement as Appendix I.

The Compensation Committee makes recommendations concerning salaries and
incentive compensation, awards stock options to employees and consultants under
the Company's stock option plans and otherwise determines compensation levels
and performs such other functions regarding compensation as the Board may
delegate. The Compensation Committee was formed by the Board in May 1999 and it
met or acted by unanimous written consent six (6) times during the fiscal year
ended December 31, 2000. The Compensation Committee is composed of three non-
employee directors: Messrs. Gruener, Alsop and Weinman.

During the fiscal year ended December 31, 2000, all Board members except
Garrett Gruener and Barry Weinman attended 75% or more of the aggregate of the
meetings of the Board and of the committees on which he served, held during the
period for which he was a director or committee member, respectively. Both
Messr. Gruener and Messr. Weinman were unable to attend three meetings of the
Board during the fiscal year ended December 31, 2000.

PROPOSAL 2

RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS

The Board of Directors has selected PricewaterhouseCoopers LLP as the
Company's independent auditors for the fiscal year ending December 31, 2001 and
has further directed that management submit the selection of independent
auditors for ratification by the stockholders at the Annual Meeting.
PricewaterhouseCoopers LLP has audited the Company's financial statements since
its inception in 1990. Representatives of PricewaterhouseCoopers LLP are
expected to be present at the Annual Meeting, will have an opportunity to make
a statement if they so desire and will be available to respond to appropriate
questions.

Stockholder ratification of the selection of PricewaterhouseCoopers LLP as
the Company's independent auditors is not required by the Company's Bylaws or
otherwise. However, the Board is submitting the selection of
PricewaterhouseCoopers LLP to the stockholders for ratification as a matter of
good corporate practice. If the stockholders fail to ratify the selection, the
Audit Committee and the Board will reconsider whether or not to retain that
firm. Even if the selection is ratified, the Audit Committee and the Board in
their discretion may direct the appointment of different independent auditors
at any time during the year if they determine that such a change would be in
the best interests of the Company and its stockholders.

The affirmative vote of the holders of a majority of the shares present in
person or represented by proxy and entitled to vote at the Annual Meeting will
be required to ratify the selection of PricewaterhouseCoopers LLP. Abstentions
will be counted toward the tabulation of votes cast on proposals presented to
the stockholders and will have the same effect as negative votes. Broker non-
votes are counted towards a quorum, but are not counted for any purpose in
determining whether this matter has been approved.

The following is a breakdown of all fees paid to PricewaterhouseCoopers LLP
during the fiscal year ended December 31, 2000:

Audit Fees: During the fiscal year ended December 31, 2000, the
aggregate fees billed by PricewaterhouseCoopers LLP for the audit of the
Company's financial statements for such fiscal year and for the review of
the Company's interim financial statements was $103,000.

Financial Information Systems Design and Implementation Fees: During the
fiscal year ended December 31, 2000, the aggregate fees billed by
PricewaterhouseCoopers LLP for information technology consulting fees was
$0.

All Other Fees: During the fiscal year ended December 31, 2000, the
aggregate fees billed by PricewaterhouseCoopers LLP for professional
services other than audit and information technology consulting fees was
$64,000.

The Audit Committee has determined that the rendering of the information
technology consulting fees and all other non-audit-related services by
PricewaterhouseCoopers LLP is compatible with maintaining the auditor's
independence.

The Board of Directors Recommends
a Vote in Favor of Proposal 2.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial
ownership of the Common Stock of the Company as of April 16, 2001 by:

. each stockholder who is known by us to own beneficially more than 5%
percent of the Common Stock of the Company;

. each of our directors;

. each of our Named Executive Officers (as listed in the Summary
Compensation Table); and

. all of our directors and executive officers as a group.

Unless otherwise indicated, to our knowledge, all persons listed below have
sole voting and investment power with respect to their shares of Company's
Common Stock, except to the extent authority is shared by spouses under
applicable law. Beneficial ownership is determined in accordance with the rules
of the Securities and Exchange Commission. Applicable percentage ownership is
based on 36,614,003 shares of Common Stock outstanding as of April 16, 2001,
together with options for that stockholder that are currently exercisable or
exercisable within 60 days of April 16, 2001. In computing the number and
percentage of shares beneficially owned by a person, shares of Common Stock
subject to options currently exercisable, or exercisable within 60 days of
April 16, 2001 are counted as outstanding, while these shares are not counted
as outstanding for computing the percentage ownership of any other person.

Shares
Beneficially
Owned After
Shares Issuable Offering
pursuant to (Including the
Options Number of Shares
Exercisable Shown in the
within 60 days First Column)
of April 16, -----------------
Name of Beneficial Owner 2001 Number Percent
- ------------------------ --------------- --------- -------

Intel Corporation(1)........................ -- 3,076,924 8.06%
2200 Mission Boulevard
Santa Clara, CA 95052
Jean-Louis Gassee........................... 277,083 4,258,844 11.54
Stewart Alsop............................... 81,250 81,250 *
Garrett P. Gruener.......................... 81,250 146,437 *
Barry M. Weinman(2)......................... 81,250 828,896 2.26
Steve M. Sakoman............................ 573,330 733,441 1.97
William F. Zuendt........................... 39,583 39,583 *
Andrei M. Manoliu(3)........................ 31,250 37,615 *
P.C. Berndt................................. 50,000 50,000 *
All officers and directors as a group (8
persons)................................... 1,214,996 6,176,066 16.33

- --------
* Represents beneficial ownership of less than one percent of the common
stock.
(1) Includes 1,538,462 shares issuable pursuant to a warrant to purchase Common
Stock.
(2) Consists of 745,646 shares held by AVl Capital, L.P. and 2,000 shares held
by Virginia Weinman, the wife of Mr. Weinman. AVl Capital Management, L.P.
is the general partner of AVl Capital, L.P. Mr. Weinman is a general
partner of AVl Capital Management. Mr. Weinman disclaims beneficial
ownership of these shares except to the extent of his pecuniary interest
therein.
(3) Shares are held by the Manoliu-Neimat Living Trust, of which Mr. Manoliu is
a trustee. Dr. Manoliu was formerly a partner in the law firm of Cooley
Godward LLP, the Company's outside legal counsel.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 (the "1934 Act")
requires the Company's directors and executive officers, and persons who own
more than 10% of a registered class of the Company's equity securities, to file
with the SEC initial reports of ownership and reports of changes in ownership
of Common Stock and other equity securities of the Company. Officers, directors
and greater than 10% stockholders are required by SEC regulation to furnish the
Company with copies of all Section 16(a) forms they file.

To the Company's knowledge, based solely on a review of the copies of such
reports furnished to the Company and written representations that no other
reports were required, during the fiscal year ended December 31, 2000, all
Section 16(a) filing requirements applicable to its officers, directors and
greater than 10% beneficial owners were complied with; except that three (3)
Form 5 reports, with each report covering one (1) option grant transaction,
were filed late by Mssrs. Gassee, Sakoman and Berndt.

EXECUTIVE COMPENSATION

Compensation of Directors

Directors who are also our executive officers do not receive any additional
compensation for serving as members of the Board of Directors or any committee
of the Board of Directors. The members, however, are eligible for reimbursement
for their expenses incurred in connection with attendance at Board meetings in
accordance with Company policy. Only those directors who are not also employees
of the Company or an affiliate (as defined in the Code), are eligible to
receive options under the 1999 Non-Employee Directors' Stock Option Plan (the
"Directors' Plan"). Stock options granted under the Directors' Plan cannot
qualify as incentive stock options under the Code.

Option grants under the Directors' Plan are non-discretionary. On the date
of approval of the Directors' Plan by the Board, each non-employee director
then serving as a director was automatically granted a stock option to purchase
150,000 shares of Common Stock. Under the terms of the Directors' Plan, non-
employee directors subsequently elected to the Board are automatically granted
a stock option to purchase 100,000 shares of Common Stock upon election or
appointment as a non-employee director. On the date that any stock option
granted under the Directors' Plan becomes fully vested, the optionholder, if
still a non-employee director, will automatically be granted an additional
stock option to purchase 100,000 shares of Common Stock. The exercise price of
a stock option granted under the Directors' Plan is 100% of the fair market
value of a share of the Common Stock subject to the stock option on the date of
grant. Stock options granted under the Directors' Plan have a term of ten years
and vest over a four year period with 25% of the shares vesting at the end of
the first year of service and thereafter at a rate of 1/48th of the shares
monthly in accordance with their terms. In certain circumstances, in the event
of a Change of Control of the Company (as defined in the Directors' Plan), the
vesting of options held by non-employee directors who continue to provide
services to the Company (whether as an employee, director or consultant), may
accelerate in full with such options terminating if not exercised at or prior
to the consummation of the transaction.

During the last fiscal year, the Company granted options to purchase 100,000
shares to Dr. Manoliu upon his election to the Board of Directors as a non-
employee director of the Company, at an exercise price per share of $16.125,
the fair market value of such Common Stock on the date of grant. For options
granted to directors prior to the Company's initial public offering, the fair
market value of the Common Stock is determined by the Board of Directors at the
time of grant, and for options granted to directors after the Company's initial
public offering, the fair market value of the Common Stock is based on the
closing sales price of the Company's Common Stock as reported on the Nasdaq
National Market on the date of grant. As of April 16, 2001, no options had been
exercised under the Directors' Plan.

Summary of Compensation

The following table shows for the fiscal years ended December 31, 2000, 1999
and 1998, compensation awarded or paid to, or earned by: (i) the Company's
Chief Executive Officer; and (ii) its other highest compensated executive
officers whose annual salary and bonus were in excess of $100,000 at December
31, 2000 (the "Named Executive Officers"):

Summary Compensation Table

Long-Term Compensation
-----------------------------
Annual Compensation Awards Payouts
--------------------------- --------------------- -------
Securities
Other Restricted Underlying
Name Annual Stock Options/ LTIP All Other
and Principal Position Year Salary Bonus Compensation Awards SARs Payouts Compensation
- ----------------------- ---- -------- ----- ------------ ---------- ---------- ------- ------------

Jean Louis F. Gassee.... 2000 $300,000 -- -- -- 60,000 -- --
Chief Executive Officer 1999 $275,000 -- -- -- 500,000 -- --
and Director 1998 $187,500 -- -- -- 500,000 -- --

Steve M. Sakoman........ 2000 $270,417 -- -- -- 340,000 -- --
Chief Operating Officer 1999 $213,333 -- -- -- 250,000 -- --
and Director 1998 $175,000 -- -- -- 340,000 -- --

P.C. Berndt(1).......... 2000 $108,115 -- -- -- 290,000 -- --
Chief Financial Officer 1999 N/A -- -- -- N/A -- --
1998 N/A -- -- -- N/A -- --

- --------
(1) Mr. Berndt became an executive officer of the Company on August 29, 2000.
His annualized base salary in 2000 was $270,000.

Stock Option Grants and Exercises

The Company grants options to its Named Executive Officers under its 1999
Equity Incentive Plan (the "Incentive Plan"). As of April 16, 2001, options to
purchase a total of 5,659,598 shares were outstanding under the Incentive Plan
and options to purchase 3,283,431 shares remained available for grant
thereunder. See "Employment, Severance and Change of Control Agreements" for
details regarding the vesting schedule for certain optionholders upon a change-
in-control of the Company.

The following tables show for the fiscal year ended December 31, 2000,
certain information regarding options granted to, exercised by, and held at
year end by the Named Executive Officers:

Potential Realizable Value
at Assumed Annual Rates of
Stock Price Appreciation
for
Individual Grants Option Term(4)
------------------------------------------ ---------------------------
Number of % of Total
Securities Options
Underlying Granted to Exercise
Options Employees Price Per Expiration
Granted(1) In 2000(2) Share(3) Date 5% 10%
---------- ---------- --------- ---------- ------------- -------------

Jean Louis F.
Gassee(5).............. 60,000 1.52% $ 1.00 12/18/10 $ 37,733.68 $ 95,624.55

Steve M. Sakoman(6)..... 200,000 5.06 12.88 1/30/10 1,619,403.66 4,103,886.83
100,000 2.53 7.94 4/27/10 499,216.55 1,265,112.76
40,000 1.01 1.00 12/18/10 25,155.79 63,749.70

P.C. Berndt(7).......... 250,000 6.32 4.56 8/28/10 717,411.55 1,818,061.71
40,000 1.01 1.00 12/18/10 25,155.79 63,749.70

- --------
(1) Under certain Change of Control Agreements entered into between the Company
and its executive officers, outstanding options will accelerate in full
upon the occurrence of a Change of Control Termination (as defined in the
agreements).
(2) The total number of options granted to the Company's employees in fiscal
year 2000 was 3,953,000.
(3) The exercise price per share of options granted represents the fair market
value of the underlying shares of Common Stock on the dates the respective
options were granted.
(4) The potential realizable value is based on the term of the option at its
time of grant (ten years). It is calculated by assuming that the stock
price on the date of grant appreciates at the indicated annual rate,
compounded annually for the entire term of the option and that the option
is exercised and sold on the last day of its term for the appreciated stock
price. These amounts represent certain assumed rates of appreciation only,
in accordance with the rules of the SEC, and do not reflect Be's estimate
or projection of future stock price performance. As of December 31, 2000,
the fair market value of our Common Stock was $0.75 per share. Actual
gains, if any, are dependent on the actual future performance of Be's
Common Stock and no gain to the optionee is possible unless the stock price
increases over the option term.
(5) Options for these 60,000 shares vest monthly over four years commencing on
December 19, 2000.
(6) Options for 200,000 of these shares vest monthly over four years commencing
on January 31, 2000. Options for 100,000 of these shares vest monthly over
four years commencing on April 28, 2000. Options for 40,000 of these shares
vest monthly over four years commencing on December 19, 2000.
(7) Options for 200,000 of these shares vest monthly over four years commencing
on August 28, 2000. Options for 50,000 of these shares vest over six months
commencing on August 28, 2000. Options for 40,000 of these shares vest
monthly over four years commencing on December 19, 2000.

Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option
Values

Number of Securities Value of Unexercised In-
Underlying Unexercised the-Money Options at
Options at December 31, 2000 December 31, 2000(1)
---------------------------- -------------------------
Shares
Acquired on Value
Name Exercise Realized Exercisable(2) Unexercisable Exercisable Unexercisable
- ---- ----------- -------- -------------- ------------- ----------- -------------

Jean Louis F. Gassee.... -- -- 218,750 341,250 -- --
Steve M. Sakoman........ -- -- 511,874 418,126 $136,000 --
P.C. Berndt............. -- -- 0 290,000 -- --

- --------
(1) The amounts set forth represent the difference between the fair market
value of the underlying Common Stock as of December 31, 2000 ($0.75 per
share) and the exercise price of the option, multiplied by the number of
shares underlying the option.
(2) The shares listed for Mr. Sakoman include an unvested portion of options
which may be exercised prior to vesting under the Company's 1992 Stock
Option Plan and will be subject to the Company's right of repurchase.

EMPLOYMENT, SEVERANCE AND CHANGE OF CONTROL AGREEMENTS

We have entered into Change of Control Agreements with certain officers and
other employees. These agreements, provide that, among other things, if the
employee is terminated without cause or if at any time during the period
commencing six months prior to the date of a Change of Control (as defined in
the agreement) and ending eighteen months following the Change of Control,
employee resigns for good reason (which includes any material reduction in the
package of benefits and incentives provided to the employee or the elimination
of employee's duties or responsibilities), then all of the outstanding unvested
options issued to the employee shall be accelerated in full and immediately
exercisable and the employee shall be entitled to a severance payment equal to
twelve months of the employee's base salary immediately prior to the
termination. The agreement also provides for a release by the employee of any
claim against us including any claim arising under the employee's employment or
termination of employment with us.

REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS ON EXECUTIVE
COMPENSATION(1)

The Compensation Committee of the Board of Directors (the "Committee") is
composed of three non-employee directors: Mssr. Gruener, Mssr. Alsop and Mssr.
Weinman. The Committee is responsible for determining salaries, incentive
compensation, and awarding stock options to our employees and officers and for
establishing policies governing our stock programs. The Committee met via phone
conference or through unanimous written consent six (6) times during the fiscal
year ended December 31, 2000. The determination of executive compensation,
stock options grants and compensation policies for the year ended 2000 was made
either by unanimous written consent of the Committee or by the Company's Board
of Directors.

Compensation Policy

The goals of the compensation program are to align compensation with
business objectives and performance and to enable the Company to attract,
retain and award the highest quality executive officers and key employees. The
key elements of this policy are:

. The Company pays competitively with leading software and other technology
companies with which the Company competes for talent;

. The Company provides significant equity-based incentives for executives
and employees to ensure that they are motivated over the long-term to
respond to the Company's business challenges and opportunities as owners
and not just as employees; and

. The Company rewards executives and key employees who contribute to the
Company's progress and long-term success.

Base Salary and Long-Term Incentives for Executives

The executive officers' salary in 2000 was established by the Board based on
a determination of several factors, including, individual and corporate
performance, levels of responsibility, prior experience, breadth of knowledge
and competitive pay practices. In general, the salaries and stock options
awarded to executive officers are not determined by the Company's achievement
of specific corporate performance criteria but rather

- --------
(1) The material in this report is not "soliciting material," is not deemed
"filed" with the SEC, and is not to be incorporated by reference into any
filing of the Company under the 1933 Act or 1934 Act, whether made before
or after the date hereof and irrespective of any general incorporation
language contained in such filing.

a subjective evaluation of the officer's performance and contribution to the
Company's long-term success. The Board increased executive officers' base
salaries in 2000 in the average of approximately 17% in order to bring salaries
in line with executives of other public software and technology companies and
to reflect each of the officers' contributions to the Company's progress. There
were no bonuses awarded to executives in 2000.

In awarding stock options, the Committee and the Board of Directors
considered individual performance, overall contribution to the Company,
retention, whether the options were vested or unvested and the total number of
stock options to be awarded. The stock options awarded in 2000 to each of the
existing executive officers was equal to or less than those awarded to the
officer in the prior year and reflect the Company's compensation policy to
retain and reward executives and employees contributing to the Company's
accomplishments in 2000 and the overall long-term success of the Company. In
the year ending December 31, 2000, the Company's key accomplishments include:

. Released our desktop operating system product BeOS R5 in two forms: BeOS
Personal Edition available for free via download from the Web; and BeOS
Professional Edition available for a fee from our publishing partners
Gobe Software, Hitachi, Apacabar and Koch Media;

. Refocused the Company from a developer and publisher of desktop BeOS to a
developer, marketer and licensor of BeIA, our software platform for
Internet appliances;

. Delivered first golden master of BeIA to Compaq Computer Corporation;

. Established and continued to develop relationships with key customers
such as Sony Electronics, Inc., TEAC Corporation and Music Browser, Inc.;

. Established and continued to develop relationships with technology
partners such as Opera Software, RealNetworks, Macromedia, Sun
Microsystems, Thomson Multimedia, Metricom, Gemplus and M-Systems; and

. Established and continued to develop relationships with key reference
platform designers and device manufacturers in the Internet appliance
market such National Semiconductor, Intel Corporation, Acer, Arima and
First International Computer.

Chief Executive Officer Compensation

The Committee uses the same procedures described above in setting the annual
salary and stock option awards for Jean-Louis Gassee, the Company's Chief
Executive Officer. Mr. Gassee's base annual salary for 2000 was increased from
$275,000 to $300,000. In setting this amount, the Board took into account
(i) Mr. Gassee's significant and broad-based experience in the software and
computer industry and general acknowledgment as a leading executive in the
software industry; (ii) the scope of Mr. Gassee's increased responsibilities,
especially as the Company has evolved as a public company, and (iii) the
Board's confidence in Mr. Gassee to lead the overall management, development
and marketing efforts of the Company. Mr. Gassee was also granted an option to
purchase 60,000 shares of the Company's Common Stock in 2000. In awarding stock
options, the Committee considers the CEO's performance, overall contribution to
the Company, retention, whether the options were vested or unvested and the
total number of options to be awarded.

Section 162(m) of the Internal Revenue Code (the "Code") limits the Company
to a deduction for federal income tax purposes of no more than $1 million of
compensation paid to certain named executive officers in a taxable year.
Compensation above $1 million may be deducted if it is "performance-based
compensation" within the meaning of the Code. The Compensation Committee has
not yet established a policy for determining which forms of incentive
compensation awarded to its named executive officers shall be designed to
qualify as "performance-based compensation."

The Compensation Committee of the
Board of Directors of Be
Incorporated:

Stewart Alsop
Garrett P. Gruener
Barry M. Weinman

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

None of the members of the Company's Compensation Committee of the Board of
Directors is currently or has been, at any time since our formation, an officer
or employee of the Company. Prior to the formation of the Compensation
Committee, all decisions regarding compensation for directors, officers,
employees and consultants and administration of stock and incentive plans were
made solely by the Board of Directors. No transaction or series of similar
transactions, since the beginning of the fiscal year ended December 31, 2000,
has taken place or is currently proposed to take place between the Company and
any member of the Company's Compensation Committee.

REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

During the fiscal year 2000, the Be Incorporated Board of Directors' Audit
Committee was comprised of two directors who are not officers of the Company
(the "Committee"). The members of the Committee are independent under current
applicable rules. On January 23, 2001, Andrei Manoliu was appointed to the
Committee by the Board of Directors. The Board of Directors has adopted a
written charter for the Audit Committee, which is included as Appendix I to
this Proxy Statement.

The Committee held three (3) meetings during 2000. The meetings were
designed to facilitate and encourage private communication between the
Committee and the internal auditors and the Company's independent public
accountants, PricewaterhouseCoopers LLP.

During these meetings, the Committee reviewed and discussed the audited
financial statements with management and PricewaterhouseCoopers. The Audit
Committee believes that management maintains an effective system of internal
controls that results in fairly presented financial statements. Based on these
discussions, the Audit Committee recommended to the Board of Directors that the
audited financial statements be included in the Company's Annual Report on Form
10-K.

The discussions with PricewaterhouseCoopers also included the matters
required by Statement on Auditing Standards No. 61. The Audit Committee
received from PricewaterhouseCoopers written disclosures and the letter
regarding its independence as required by Independence Standards Board Standard
No. 1. This information was discussed with PricewaterhouseCoopers.

The Audit Committee of the Board of
Directors of Be Incorporated:

Barry M. Weinman
William F. Zuendt
Andrei M. Manoliu (as of January 23,
2001)

PERFORMANCE MEASUREMENT COMPARISON(1)

The following graph shows the total stockholder return as of December 31,
2000 of an investment of $100 in cash invested in (i) the Company's Common
Stock (as invested on July 20, 1999); (ii) the Nasdaq Stock Market Index (as
invested on July 20, 1999) and (iii) the S&P Computers (Software & Services)
Index (as invested on July 20, 1999). All values assume reinvestment of the
full amount of all dividends and are calculated as of December 31st of each
year:

COMPARISON OF 17 MONTH CUMULATIVE TOTAL RETURN
AMONG BE INCORPORATED, THE NASDAQ STOCK MARKET (U.S.) INDEX
AND THE S & P COMPUTERS (SOFTWARE & SERVICES) INDEX

[PERFORMANCE GRAPH APPEAR HERE]

Cumulative Total Return

7/20/99 7/99 8/99 9/99 10/99 11/99 12/99 1/00 2/00
BE INCORPORATED 100.00 113.54 104.17 117.71 95.83 239.58 380.22 214.58 245.83
NASDAQ STOCK MARKET (U.S.) 100.00 98.20 102.35 102.49 110.70 124.17 151.49 145.88 173.61
S & P COMPUTERS (SOFTWARE & SERVICES) 100.00 93.82 98.70 101.90 106.56 113.62 143.93 118.69 124.02

Cumulative Total Return

3/00 4/00 5/00 6/00 7/00 8/00 9/00 10/00 11/00 12/00

BE INCORPORATED 251.05 132.30 70.83 83.33 69.27 77.60 67.72 51.05 29.17 12.50
NASDAQ STOCK MARKET (U.S.) 170.03 143.02 125.77 147.84 139.83 156.36 136.05 124.82 96.23 91.16
S & P COMPUTERS (SOFTWARE & SERVICES) 137.41 108.58 98.00 112.65 100.74 110.63 99.14 97.57 77.71 68.00

CERTAIN TRANSACTIONS

No transaction or series of similar transactions, since the beginning of the
fiscal year ended December 31, 2000, has taken place or is currently proposed
to take place between the Company and any of its directors, executive officers
or principal stockholders.

We have entered into indemnification agreements with our directors and
certain of our other officers for the indemnification of and advancement of
expenses to these persons to the full extent permitted under Delaware law and
the Company's Bylaws. We also intend to execute these agreements with our
future directors and certain other officers.

We believe that each of the foregoing transactions were in our best
interest. As a matter of policy the transactions were, and all future
transactions between ourselves and any of our officers, directors or principal
stockholders will be, approved by a majority of the independent and
disinterested members of the Board of Directors. Furthermore, the transactions
will be on terms no less favorable to us than could be obtained from
unaffiliated third parties and will be in connection with bona fide business
purposes.

OTHER MATTERS

The Board of Directors knows of no other matters that will be presented for
consideration at the Annual Meeting. If any other matters are properly brought
before the meeting, it is the intention of the persons named in the
accompanying proxy to vote on such matters in accordance with their best
judgment.

By Order of the Board of Directors

/s/ Daniel S. Johnston
_____________________________________
Daniel S. Johnston
Secretary

April 24, 2001

Appendix I

AUDIT COMMITTEE CHARTER--BE INCORPORATED

Organization

There shall be a committee of the Company's Board of Directors (the "Board")
to be known as the audit committee. The audit committee shall be composed of
directors, appointed by the Board, who meet the independence and experience
requirements of the Nasdaq National Market.

Responsibilities

The audit committee shall provide assistance to the Board in monitoring (a)
the integrity of the financial statements of the Company, (b) the compliance by
the Company with legal and regulatory requirements and (c) the independence and
performance of the Company's independent auditors.

The audit committee will:

. Recommend to the Board the appointment of the independent auditor, which
firm is ultimately accountable to the audit committee and the Board.

. Work with the independent auditors and financial management of the
corporation to ensure the proper scope of the proposed audit for the
current year and the audit procedures to be utilized, and at the
conclusion thereof review such audit, including any comments or
recommendations of the independent auditors.

. Review with the independent auditors and the Company's financial and
accounting personnel, the adequacy and effectiveness of the accounting
and financial controls of the Company, and elicit any recommendations for
the improvement of such internal control procedures or particular areas
where new or more detailed controls or procedures are desirable.
Particular emphasis should be given to the adequacy of such internal
controls to expose any payments, transactions, or procedures that might
be deemed illegal or otherwise improper.

. Review the financial statements contained in the annual report to
shareholders with management and the independent auditors to determine
that the independent auditors are satisfied with the disclosure and
content of the financial statements to be presented to the shareholders.
Any changes in accounting principles should be reviewed.

. Review with management and the independent auditor the company's
quarterly financial statements prior to the release of quarterly
earnings.

. Receive periodic reports from the independent auditor regarding the
auditor's independence, discuss such reports with the auditor, and if so
determined by the audit committee, recommend that the Board take
appropriate action to satisfy itself of the independence of the auditor.

. Provide sufficient opportunity for the independent auditors to meet with
the members of the audit committee without members of management present.
Among the items to be discussed in these meetings are the independent
auditors' evaluation of the corporation's financial, accounting, and
auditing personnel, and the cooperation that the independent auditors
received during the course of the audit.

. Review with the Company's General Counsel legal matters that may have a
material impact on the financial statements, the Company's compliance
policies and any material reports or inquiries received from regulators
or governmental agencies.

. At its option and determination, work with the Company to resolve any
matter brought to its attention within the scope of its duties, and
conduct or authorize investigations into any matters within the
Committee's scope of responsibilities. The Committee shall be empowered
to retain independent counsel, accountants and others for this purpose
and to assist it in the conduct of any investigation.

A-1

. Submit the minutes of all meetings of the audit committee to, or discuss
the matters discussed at each committee meeting with, the Board.

. Review and reassess, as it deems appropriate, the adequacy of this
charter and submit the charter for approval of the full Board.

While the audit committee has the responsibilities and powers set forth in
this Charter, it is not the duty of the audit committee to plan or conduct
audits or to determine that the Company's financial statements are complete and
accurate and are in accordance with generally accepted accounting principles.
This is the responsibility of management and the independent auditor. Nor is it
the duty of the audit committee to conduct investigations, to actually resolve
disagreements, if any, between management and the independent auditor or to
assure compliance with local, state or federal laws and regulations.

A-2

[LETTERHEAD OF BE]

ANNUAL MEETING OF STOCKHOLDERS

Wednesday, May 30, 2001
11:00 a.m.

Holbrook Palmer Park - The Pavilion
150 Watkins Avenue
Atherton, CA 94027

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

800 El Camino Real
Menlo Park, Ca 94025 Proxy
- --------------------------------------------------------------------------------

This proxy is solicited by the Board of Directors for use at the Annual Meeting
on May 30, 2001.

The shares of stock you hold in your account will be voted as you specify on the
reverse side.

If no choices is specified, the proxy will be voted "FOR" items 1 and 2.

By signing the proxy, you revoke all prior proxies and appoint Jean-Louis
F. Gassee and Daniel S. Jonhston, and each of them, with full power of
substitution, to vote your shares on the matters shown on the reverse side and
any other matters which may come before the Annual Meeting and all adjournments.

See reverse for voting instructions.

COMPANY #
CONTROL #
----------------------------

There are three ways to vote your Proxy

Your telephone or Internet vote authorizes the Named Proxies to vote your shares
in the same manner as if you marked, signed and returned your proxy card.

VOTE BY PHONE - TOLL FREE - 1-800-240-6326

. Use any touch-tone telephone to vote your proxy 24 hours a day, 7 days a
week, until 12:00 p.m. (ET) on May 29, 2001.
. You will be prompted to enter your 3-digit Company Number and your 7-digit
Control Number which are located above.
. Follow the simple instructions the voice provides you.

VOTE BY INTERNET - http://www.eproxy.com/beos/

. Use the Internet to vote your proxy 24 hours a day, 7 days a week, until
12:00 p.m. (CT) on May 29, 2001.
. You will be prompted to enter your 3-digit Company Number and your 7-digit
Control Number which are located above to obtain your records and create an
electronic ballot.

VOTE BY MAIL

Mark, sign and date your proxy card and return it in the postage-paid envelope
we've provided or return it to Be Incorporated, c/o Shareowner Services/TM,
P.O. Box 64873, St Paul, MN 55164-0873.

If you vote by Phone or Internet, please do not mail your Proxy Card
Please detach here

The Board of Directors Recommends a Vote FOR Items 1 and 2.

1. To elect three (3) directors 01 Garret P. Gruener [_] Vote FOR [_] Vote WITHHELD
to hold office until the 02 Andrei M. Manoliu all nominees from all nominees
2004 Annual Meeting of 03 Barry M. Weinman (except as marked)
Stockholders.

(Instructions: To withhold authority to vote for any indicated nominee, ---------------------------------------------------
write the number(s) of the nominee(s) in the box provided to the right.) ---------------------------------------------------

2. To ratify selection of PricewaterhouseCoopers LLP as independent
auditors of the Company for its fiscal year ending [_] For [_] Against [_] Abstain
December 31, 2001

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, WILL BE VOTED FOR EACH PROPOSAL.
---
Address Change? Mark Box [_]
indicate changes below. Date
--------------------------------

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

---------------------------------------------------
Signature(s) in Box
Please sign exactly as your name(s) appears on
Proxy. If held in joint tenancy, all persons must
sign. Trustees, administrators, etc., should
include title and authority. Corporations should
provide full name of corporation and title of
authorized officer signing the proxy.