<PAGE>

       As filed with the Securities and Exchange Commission on January 21, 2000
                                         Registration Statement No. 333-

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                  ------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                  ------------
                               COMMERCE ONE, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

         DELAWARE                                      680322810
 (STATE OR OTHER JURISDICTION OF                   (I.R.S. EMPLOYER
  INCORPORATION OR ORGANIZATION)                 IDENTIFICATION NUMBER)

                            1600 RIVIERA, SUITE 200
                         WALNUT CREEK, CALIFORNIA 94596
   (ADDRESS , INCLUDING ZIP CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
                           -------------------------
                  MERGENT SYSTEMS, INC. 1999 STOCK OPTION PLAN


                            (FULL TITLE OF THE PLAN)
                         -------------------------------
                                ROBERT M. TARKOFF
                         VICE PRESIDENT, GENERAL COUNSEL
                                  AND SECRETARY
                               COMMERCE ONE, INC.
                             1600 RIVIERA, SUITE 200
                         WALNUT CREEK, CALIFORNIA 94596
                                 (925) 941-6000
 (NAME, ADDRESS AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                                   COPIES TO:

                            MICHELLE L. WHIPKEY, ESQ.
                        WILSON SONSINI GOODRICH & ROSATI
                            PROFESSIONAL CORPORATION
                               650 PAGE MILL ROAD
                               PALO ALTO, CA 94304
                                 (650) 493-9300

<TABLE>
<CAPTION>

                                               CALCULATION OF REGISTRATION FEE
=================================================================================================================================

                                               AMOUNT         PROPOSED MAXIMUM       PROPOSED MAXIMUM
         TITLE OF SECURITIES TO                TO BE          OFFERING PRICE        AGGREGATE OFFERING    AMOUNT OF REGISTRATION
             BE REGISTERED                   REGISTERED         PER SHARE               PRICE (2)                   FEE
=================================================================================================================================
<S>                                          <C>              <C>                   <C>                   <C>
Common Stock of Commerce One issuable
under Mergent Systems, Inc's 1999 Stock
Option Plan..............................    109,505 (1)         $0.79 (2)             $ 86,509 (2)             $ 22.84 (2)
=================================================================================================================================

</TABLE>

(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the Plan being registered pursuant
to this Registration Statement by reason of any stock dividend, stock split,
recapitalization or any other similar transaction effected without the
receipt of consideration which results in an increase in the number of the
Registrant's outstanding shares of Common Stock.

(2) Estimated pursuant to Rule 457(h) under the Securities Act. With respect
to 109,505 shares subject to outstanding options to purchase Common Stock
under the Plan, the proposed maximum offering price per share is equal to the
weighted average exercise price of $0.79 per share pursuant to Rule 457(h)
under the Securities Act.

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

<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

         There are hereby incorporated by reference into this Registration
Statement the following documents and information heretofore filed with the
Commission:

         1.       The Registrant's Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 1999.


         2.       The Registrant's Prospectus, filed with the Commission on
July 1, 1999, pursuant to Rule 424(b) promulgated under the Securities Act of
1933, as amended, (the "Securities Act").

         3.       The Registrant's Current Report on Form 8-K dated
November 23, 1999, filed on November 24, 1999 including any amendment or report
filed for the purpose of updating such description.

         4.       The Registrant's Current Report on Form 8-K dated January 7,
2000, filed on January 20, 2000 including any amendment or report filed for
the purpose of updating such description.

         5.       The description of Registrant's Common Stock contained in the
Company's Registration Statement on Form 8-A, as declared effective by the
Commission on June 21, 1999, filed pursuant to Section 12 of the Securities
Exchange Act of 1934 (the "Exchange Act") and, any amendment or report filed for
the purpose of updating such description.

         All documents filed by Registrant pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act after the date of this Registration Statement on
Form S-8 and prior to the filing of a post-effective amendment that indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing such
documents.

ITEM 4. DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the Delaware General Corporation Law permits a
corporation to include in its charter documents, and in agreements between the
corporation and its directors and officers, provisions expanding the scope of
indemnification beyond that specifically provided by the current law.


                                      II-2
<PAGE>

         Article IX of the Registrant's Restated Certificate of Incorporation
provides for the indemnification of directors to the fullest extent
permissible under Delaware law.

         Article VI of the Registrant's Bylaws provides for the
indemnification of officers, directors and third parties acting on behalf of
the Registrant if such person acted in good faith and in a manner reasonably
believed to be in and not opposed to the best interest of the Registrant,
and, in any criminal action or proceeding, the indemnified party had no
reason to believe his or her conduct was unlawful.

         The Registrant has entered into indemnification agreements with its
directors and executive officers, in addition to indemnification provided for
in the Registrant's Bylaws, and intends to enter into indemnification
agreements with any new directors and executive officers in the future.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8. EXHIBITS.

<TABLE>
<CAPTION>

        EXHIBIT
        NUMBER                          EXHIBIT
        -------                         -------
        <C>         <S>
          5.1       Opinion of Wilson Sonsini Goodrich & Rosati, Professional
                    Corporation.

         10.1       Mergent Systems, Inc's 1999 Stock Option Plan.

         23.1       Consent of Ernst & Young LLP, Independent Auditors.

         23.2       Consent of PricewaterhouseCoopers, LLP, Independent
                    Accountants.

         23.3       Consent of WSGR (included in Exhibit 5.1).

         24.1       Power of Attorney (see page II-5).

</TABLE>

ITEM 9. UNDERTAKINGS

         (a)      The undersigned Registrant hereby undertakes:

                  (1)      To file, during any period in which offers or sales
are being made, a post-effective amendment to this Registration Statement to
include any material information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any material change to
such information in the Registration Statement.

                  (2)      That, for the purpose of determining any liability
under the Securities Act of 1933, as amended (the "Securities Act"), each such
post-effective amendment shall be deemed to be


                                      II-3
<PAGE>

a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

                  (3)      To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.

         (b)      The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing
of the Registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

         (c)      Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.

                  [Remainder of Page Intentionally Left Blank]


                                      II-4
<PAGE>



                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Commerce One, Inc., certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Walnut Creek, State of
California, on this 21st day of January, 2000.

                                COMMERCE ONE, INC.

                                By: /s/ MARK B. HOFFMAN
                                   -----------------------------------------
                                      Mark B. Hoffman
                                      President, Chief Executive Officer and
                                      Chairman of the Board

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each such person whose
signature appears below constitutes and appoints, Peter F. Pervere and Robert
M. Tarkoff and each of them, acting individual as his attorney-in-fact, with
full power of substitution, for him in any and all capacities, to sign any
and all amendments to this Registration Statement on Form S-8 (including
post-effective amendments), and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming our signatures as they may be
signed by our said attorney to any and all amendments to the Registration
Statement.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed by the following persons in
the capacities and on the dates indicated.


<TABLE>
<CAPTION>

     SIGNATURE                                     TITLE                                   DATE
--------------------------       -----------------------------------------------     ------------------
<S>                              <C>                                                 <C>
 /s/ MARK B. HOFFMAN             President, Chief Executive Officer and Chairman     January 21, 2000
--------------------------       of the Board (Principal Executive Officer)
  Mark B. Hoffman

 /s/ PETER F. PERVERE
--------------------------       Vice President and Chief Financial Officer          January 21, 2000
  Peter F. Pervere               (Principal Financial Officer)


 /s/ ASIM ABDULLAH               Director                                            January 21, 2000
--------------------------
   Asim Abdullah

 /s/ JOHN V. BALEN               Director                                            January 21, 2000
--------------------------
  John V. Balen


/s/ WILLIAM B. ELMORE            Director                                            January 21, 2000
--------------------------
  William B. Elmore


/s/ KENNETH C. GARDNER           Director                                            January 21, 2000
--------------------------
  Kenneth C. Gardner


/S/ THOMAS J. GONZALEZ           Director                                            January 21, 2000
--------------------------
  Thomas J. Gonzalez


                                      II-5
<PAGE>

/s/ WILLIAM J. HARDING           Director                                            January 21, 2000
--------------------------
  William J. Harding


/s/ DAVID H. J. FURNISS          Director                                            January 21, 2000
--------------------------
  David H. J. Furniss


/s/ NORIYOSHI OSUMI              Director                                            January 21, 2000
--------------------------
  Noriyoshi Osumi


/s/ JAY M. TENEBAUM              Director                                            January 21, 2000
--------------------------
  Jay M. Tenebaum


/s/ JEFFREY T. WEBBER            Director                                            January 21, 2000
--------------------------
  Jeffrey T. Webber

</TABLE>


                                      II-6
<PAGE>

                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>

 EXHIBIT
 NUMBER                               EXHIBIT
--------                              -------
<C>         <S>

   5.1      Opinion of Wilson Sonsini Goodrich & Rosati, Professional
            Corporation.

  10.1      Mergent Systems, Inc. 1999 Stock Option Plan.

  23.1      Consent of Ernst & Young LLP, Independent Auditors.

  23.2      Consent of PricewaterhouseCoopers LLP, Independent Accountants.

  23.3      Consent of WSGR (included in Exhibit 5.1).

  24.1      Power of Attorney (see page II-5).

</TABLE>

                                      II-7
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 15847}]
{"company-data": {"conformed-name": "COMMERCE ONE INC", "cik": "0001069450", "assigned-sic": "7373", "irs-number": "680322810", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-95171", "film-number": "511035"}, "business-address": {"street1": "1600 RIVIERA AVE", "city": "WALNUT CREEK", "state": "CA", "zip": "94596", "phone": "9259416000"}, "mail-address": {"street1": "1600 RIVIERA AVE", "city": "WALNUT CREEK", "state": "CA", "zip": "94596"}}
As filed with the Securities and Exchange Commission on January 21, 2000
                                         Registration Statement No. 333-

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                  ------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                  ------------
                               COMMERCE ONE, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

         DELAWARE                                      680322810
 (STATE OR OTHER JURISDICTION OF                   (I.R.S. EMPLOYER
  INCORPORATION OR ORGANIZATION)                 IDENTIFICATION NUMBER)

                            1600 RIVIERA, SUITE 200
                         WALNUT CREEK, CALIFORNIA 94596
   (ADDRESS , INCLUDING ZIP CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
                           -------------------------
                  MERGENT SYSTEMS, INC. 1999 STOCK OPTION PLAN

                            (FULL TITLE OF THE PLAN)
                         -------------------------------
                                ROBERT M. TARKOFF
                         VICE PRESIDENT, GENERAL COUNSEL
                                  AND SECRETARY
                               COMMERCE ONE, INC.
                             1600 RIVIERA, SUITE 200
                         WALNUT CREEK, CALIFORNIA 94596
                                 (925) 941-6000
 (NAME, ADDRESS AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                                   COPIES TO:

                            MICHELLE L. WHIPKEY, ESQ.
                        WILSON SONSINI GOODRICH & ROSATI
                            PROFESSIONAL CORPORATION
                               650 PAGE MILL ROAD
                               PALO ALTO, CA 94304
                                 (650) 493-9300
CALCULATION OF REGISTRATION FEE
=================================================================================================================================

                                               AMOUNT         PROPOSED MAXIMUM       PROPOSED MAXIMUM
         TITLE OF SECURITIES TO                TO BE          OFFERING PRICE        AGGREGATE OFFERING    AMOUNT OF REGISTRATION
             BE REGISTERED                   REGISTERED         PER SHARE               PRICE (2)                   FEE
=================================================================================================================================
Common Stock of Commerce One issuable
under Mergent Systems, Inc's 1999 Stock
Option Plan..............................    109,505 (1)         $0.79 (2)             $ 86,509 (2)             $ 22.84 (2)
=================================================================================================================================
(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the Plan being registered pursuant
to this Registration Statement by reason of any stock dividend, stock split,
recapitalization or any other similar transaction effected without the
receipt of consideration which results in an increase in the number of the
Registrant's outstanding shares of Common Stock.

(2) Estimated pursuant to Rule 457(h) under the Securities Act. With respect
to 109,505 shares subject to outstanding options to purchase Common Stock
under the Plan, the proposed maximum offering price per share is equal to the
weighted average exercise price of $0.79 per share pursuant to Rule 457(h)
under the Securities Act.

-------------------------------------------------------------------------------
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

         There are hereby incorporated by reference into this Registration
Statement the following documents and information heretofore filed with the
Commission:

         1.       The Registrant's Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 1999.

         2.       The Registrant's Prospectus, filed with the Commission on
July 1, 1999, pursuant to Rule 424(b) promulgated under the Securities Act of
1933, as amended, (the "Securities Act").

         3.       The Registrant's Current Report on Form 8-K dated
November 23, 1999, filed on November 24, 1999 including any amendment or report
filed for the purpose of updating such description.

         4.       The Registrant's Current Report on Form 8-K dated January 7,
2000, filed on January 20, 2000 including any amendment or report filed for
the purpose of updating such description.

         5.       The description of Registrant's Common Stock contained in the
Company's Registration Statement on Form 8-A, as declared effective by the
Commission on June 21, 1999, filed pursuant to Section 12 of the Securities
Exchange Act of 1934 (the "Exchange Act") and, any amendment or report filed for
the purpose of updating such description.

         All documents filed by Registrant pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act after the date of this Registration Statement on
Form S-8 and prior to the filing of a post-effective amendment that indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing such
documents.

ITEM 4. DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the Delaware General Corporation Law permits a
corporation to include in its charter documents, and in agreements between the
corporation and its directors and officers, provisions expanding the scope of
indemnification beyond that specifically provided by the current law.

                                      II-2
Article IX of the Registrant's Restated Certificate of Incorporation
provides for the indemnification of directors to the fullest extent
permissible under Delaware law.

         Article VI of the Registrant's Bylaws provides for the
indemnification of officers, directors and third parties acting on behalf of
the Registrant if such person acted in good faith and in a manner reasonably
believed to be in and not opposed to the best interest of the Registrant,
and, in any criminal action or proceeding, the indemnified party had no
reason to believe his or her conduct was unlawful.

         The Registrant has entered into indemnification agreements with its
directors and executive officers, in addition to indemnification provided for
in the Registrant's Bylaws, and intends to enter into indemnification
agreements with any new directors and executive officers in the future.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8. EXHIBITS.
EXHIBIT
        NUMBER                          EXHIBIT
        -------                         -------
5.1       Opinion of Wilson Sonsini Goodrich & Rosati, Professional
                    Corporation.

         10.1       Mergent Systems, Inc's 1999 Stock Option Plan.

         23.1       Consent of Ernst & Young LLP, Independent Auditors.

         23.2       Consent of PricewaterhouseCoopers, LLP, Independent
                    Accountants.

         23.3       Consent of WSGR (included in Exhibit 5.1).

         24.1       Power of Attorney (see page II-5).
ITEM 9. UNDERTAKINGS

         (a)      The undersigned Registrant hereby undertakes:

                  (1)      To file, during any period in which offers or sales
are being made, a post-effective amendment to this Registration Statement to
include any material information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any material change to
such information in the Registration Statement.

                  (2)      That, for the purpose of determining any liability
under the Securities Act of 1933, as amended (the "Securities Act"), each such
post-effective amendment shall be deemed to be

                                      II-3
a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

                  (3)      To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.

         (b)      The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing
of the Registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

         (c)      Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.

                  [Remainder of Page Intentionally Left Blank]

                                      II-4
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Commerce One, Inc., certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Walnut Creek, State of
California, on this 21st day of January, 2000.

                                COMMERCE ONE, INC.

                                By: /s/ MARK B. HOFFMAN
                                   -----------------------------------------
                                      Mark B. Hoffman
                                      President, Chief Executive Officer and
                                      Chairman of the Board

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each such person whose
signature appears below constitutes and appoints, Peter F. Pervere and Robert
M. Tarkoff and each of them, acting individual as his attorney-in-fact, with
full power of substitution, for him in any and all capacities, to sign any
and all amendments to this Registration Statement on Form S-8 (including
post-effective amendments), and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming our signatures as they may be
signed by our said attorney to any and all amendments to the Registration
Statement.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed by the following persons in
the capacities and on the dates indicated.
SIGNATURE                                     TITLE                                   DATE
--------------------------       -----------------------------------------------     ------------------
/s/ MARK B. HOFFMAN             President, Chief Executive Officer and Chairman     January 21, 2000
--------------------------       of the Board (Principal Executive Officer)
  Mark B. Hoffman

 /s/ PETER F. PERVERE
--------------------------       Vice President and Chief Financial Officer          January 21, 2000
  Peter F. Pervere               (Principal Financial Officer)

 /s/ ASIM ABDULLAH               Director                                            January 21, 2000
--------------------------
   Asim Abdullah

 /s/ JOHN V. BALEN               Director                                            January 21, 2000
--------------------------
  John V. Balen

/s/ WILLIAM B. ELMORE            Director                                            January 21, 2000
--------------------------
  William B. Elmore

/s/ KENNETH C. GARDNER           Director                                            January 21, 2000
--------------------------
  Kenneth C. Gardner

/S/ THOMAS J. GONZALEZ           Director                                            January 21, 2000
--------------------------
  Thomas J. Gonzalez

                                      II-5
/s/ WILLIAM J. HARDING           Director                                            January 21, 2000
--------------------------
  William J. Harding

/s/ DAVID H. J. FURNISS          Director                                            January 21, 2000
--------------------------
  David H. J. Furniss

/s/ NORIYOSHI OSUMI              Director                                            January 21, 2000
--------------------------
  Noriyoshi Osumi

/s/ JAY M. TENEBAUM              Director                                            January 21, 2000
--------------------------
  Jay M. Tenebaum

/s/ JEFFREY T. WEBBER            Director                                            January 21, 2000
--------------------------
  Jeffrey T. Webber
II-6
INDEX TO EXHIBITS
EXHIBIT
 NUMBER                               EXHIBIT
--------                              -------
5.1      Opinion of Wilson Sonsini Goodrich & Rosati, Professional
            Corporation.

  10.1      Mergent Systems, Inc. 1999 Stock Option Plan.

  23.1      Consent of Ernst & Young LLP, Independent Auditors.

  23.2      Consent of PricewaterhouseCoopers LLP, Independent Accountants.

  23.3      Consent of WSGR (included in Exhibit 5.1).

  24.1      Power of Attorney (see page II-5).
II-7