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<font size="3"><B><p align="center">UNITED STATES<BR>
SECURITIES AND EXCHANGE COMMISSION<BR>
Washington, D.C. 20549</P></font></B>


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<br>
<font size="5"><B><p align="center">FORM 8-K</P></font></B>
<HR align=center SIZE=2 width="25%">


<font size="3"><B><p align="center">
                                       CURRENT REPORT<br>
          Pursuant to Section 13 or 15(d) of the  Securities Exchange Act of 1934
</P></font></B>

<font color="FF0000"><font size="3"><B><p align="center"> October 18, 2004<BR>
</font><font color="000000"><font size="3">
  Date of Report (Date of earliest event reported):
</B></p>
 <br>

<P ALIGN="CENTER"><IMG SRC="logo.gif"></P>
<font size="6" color="#0000FF"><B><p align="center">
                               COMMERCE ONE, INC.
</B></font><BR>
<font size="2">
            <i>(Exact name of registrant as specified in its charter)</i>
</font></p>



<P>&nbsp;
<TABLE COLS=3 WIDTH="100%" >
<TR>
<TD>
<font size="3"><B>
<CENTER><u>Delaware</u></CENTER>
</font></B>
</TD>
<TD>
<font size="3"><B>
<CENTER><u>000-32979</u></CENTER>
</font></B>
</TD>
<TD>
<font size="3"><B>
<CENTER><u>94-3392885</u></CENTER>
</font></B>
</TD>
</TR>

<TR>
<TD>
<font size="2">
<CENTER>&nbsp;<i>(State of other jurisdiction of incorporation)</i></CENTER>
</font>
</TD>


<TD>
<font size="2">
<CENTER>&nbsp;<i>(Commission File Number)</i></CENTER>
</font>
</TD>

<TD>
<font size="2">
<CENTER><i>(I.R.S. Employer Identification Number)</i></CENTER>
</font>
</TD>
</TR>
</TABLE>
<BR>



<font size="3"><B><p align="center">
                               One Market Street, Steuart Tower<BR>
                                           Suite 1300<BR>
                             San Francisco, CA 94105
</U></B></font><BR>

<font size="2">
       <i> (Address of principal executive offices including zip code)</i>
</font></p>

<font size="3"><B><p align="center">
                                 (415) 644-8700
</font></B><br>

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               <i>  (Registrant's telephone number, including area code)</i>
</font></p>

<p align="center"><font size="3"><B>
                                 Not Applicable
</B></font></u><br>


<font size="2">
          <i>(Former Name or Former Address, if Changed Since Last Report)</i>
</font></p>

<P align="left" style="font-size: 10pt">Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

<P align="left" style="font-size: 10pt"><FONT face="Wingdings">&#111;</FONT>&nbsp;&nbsp;Written
communications pursuant to Rule&nbsp;425 under the Securities Act (17 CFR 230.425)

<P align="left" style="font-size: 10pt"><FONT face="Wingdings">&#111;</FONT>&nbsp;&nbsp;Soliciting material
pursuant to Rule&nbsp;14a-12 under the Exchange Act (17 CFR 240.14a-12)

<P align="left" style="font-size: 10pt"><FONT face="Wingdings">&#111;</FONT>&nbsp;&nbsp;Pre-commencement
communications pursuant to Rule&nbsp;14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

<P align="left" style="font-size: 10pt"><FONT face="Wingdings">&#111;</FONT>&nbsp;&nbsp;Pre-commencement
communications pursuant to Rule&nbsp;13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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<B><P>Item 1.01.&#9;Entry into a Material Definitive Agreement</P>
</B><P>Effective as of October 21, 2004, the United States Bankruptcy Court for
the Northern District of California, San Francisco Division, approved amended
bidding procedures in connection with our Asset Purchase Agreement dated October
6, 2004 with Commerce Acquisition LLC (the "Buyer"), a Delaware limited
liability company and wholly-owned subsidiary of ComVest Investment Partners II
LLC and DCC Ventures, LLC (collectively, the "Secured Creditors"), and the
Secured Creditors, as well as certain related matters. These amended bidding
procedures were in response to, among other things, indications of interest that
we have received from third parties with respect to certain of our patents.</P>
<P>The amended bidding procedures will allow a competing bidder to now bid for
any of the following:</P>
<P>(i)&#9;substantially all of our assets (other than a promissory note payable
to us in the approximate principal amount of $2.0 million (the "Note")) for a
purchase price of at least $4.3 million;</P>
<P>(ii)&#9;substantially all of our assets (other than certain web services
patents (the "Web Services Patents")) for a purchase price of at least $4.3
million; or </P>
<P>(iii)&#9;solely the Web Services Patents for a cash purchase price of at
least $1.0 million.</P>
<P>The minimum bids described above are subject to increase to the extent that
the Buyer pays or reimburses us for the expenses of retaining certain of our
employees.</P>
<P>In addition to its original agreement to purchase substantially all of our
assets (other than the Note) for a credit bid of $4.1 million and certain other
consideration, the Buyer has agreed, in the event that a sale of our Web
Services Patents to a competing bidder for at least $1.0 million is approved, to
instead purchase substantially all of our remaining assets other than the Web
Services Patents. In such event, the Buyer would receive these remaining assets,
the Note and a license to the Web Services Patents and would retain an unsecured
claim of $1.0 million (subject to a maximum recovery of $500,000 against this
unsecured claim). The purchase price would generally remain unchanged. If a sale
of our Web Services Patents is not approved, the Buyer's original agreement will
remain in effect. </P>
<P>The Buyers' original agreement and additional agreement are subject to
Bankruptcy Court approval and remain subject to the ability of third parties to
outbid the Buyer for these assets. In the event that the Buyer is outbid for
these assets and it does not submit a further bid of its own, it will generally
be entitled to a break-up fee of $175,000. </P>
<P>The deadline for bids to purchase our assets is currently set at 5:00 p.m.,
Pacific Time, November&nbsp;12, 2004; the hearing before the Bankruptcy Court
with respect to the sale of our assets is currently scheduled for November 16,
2004.</P>
<P>The foregoing summary does not reflect all of the terms and conditions of the
bidding procedures and agreements with the Buyer and Secured Creditors. We plan
on subsequently filing a copy of the order approving the bidding procedures and
related matters described above on a Current Report on Form 8-K once the final
order is available, and this summary is qualified in its reference to such order
and any amendment to the Asset Purchase Agreement.</P>

<B><P>Item 3.02.&#9;Unregistered Sales of Equity Securities</P>
</B><P>During the week of October 18, 2004, we issued an additional 1,137,262
shares of our common stock to BayStar Capital II, LP ("BayStar") upon BayStar's
conversion of its remaining 24,000 shares of our Series B preferred stock.
Previously, we had issued an aggregate of 3,597,034 shares of our common stock
to BayStar upon its conversion of an aggregate of 76,000 shares of Series B
preferred stock. As a result of the most recent conversion, no more shares of
our Series B preferred stock remain outstanding. We did not receive any
additional remuneration from BayStar in connection with any of the conversions
referenced above. These shares of our preferred stock were issued to BayStar
pursuant to a Securities Purchase Agreement dated July 10, 2003. The shares of
common stock issued in exchange for the preferred stock were exempt from
registration under the Securities Act of 1933, as amended (the "Securities Act")
pursuant to Section 3(a)(9) of the Securities Act, and may be sold by BayStar
pursuant to Rule 144 promulgated under the Securities Act or an effective
registration statement under the Securities Act (in each case, subject to
applicable limitations). </P>
<P ALIGN="CENTER">*&#9;&#9;*&#9;&#9;*</P>
<B><P>Forward Looking Statements </P>
</B><P>This current report on Form 8-K includes forward-looking statements
within the meaning of the securities laws. These forward-looking statements
include statements relating to our efforts to sell all or substantially all of
our assets, the potential sale of our Web Services Patents, the date of certain
hearings and deadlines and related matters. These statements reflect the current
views and assumptions of Commerce One, and are subject to various risks and
uncertainties that could cause actual results to differ materially from
expectations. These factors include, but are not limited to, the following: the
possibility of further changes to the Asset Purchase Agreement; possible actions
or objections of our creditors, the creditors committee, the United States
trustee, or the Bankruptcy Court; the possibility that no formal bids will
ultimately made be made to purchase our Web Services Patents or other assets (or
if made, the possibility that such bids are subsequently withdrawn); our ability
to close the asset sale in a timely fashion or at all; our ability to meet the
closing conditions in the Asset Purchase Agreement; receipt of bankruptcy court
approval of the sale of our assets and related matters; constraints imposed by
our limited capital; our ability to obtain sufficient funds in the time period
required in order to fund our ongoing operations and maintain the value of our
assets; the inability to collect our outstanding accounts receivable; various
external factors, including economic, political and other global conditions; and
various other risks including, without limitation, those discussed in our
filings with the Securities and Exchange Commission, including our annual report
on Form 10-K for the year ended December 31, 2003, our quarterly report on Form
10-Q for the quarter ended June 30, 2004 and our current reports on Form 8-K.
The information provided in this current report on Form 8-K is current as of the
date of its publication. We expressly disclaim any obligation to release
publicly any updates or revisions to any forward-looking statements to reflect
any changes in expectations, or any change in events or circumstances on which
those statements are based, unless otherwise required by law.</P>

<BR>
<BR>
<BR>
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<BR>
<BR>
<BR>

<B><P ALIGN="CENTER">SIGNATURES</P>
</B><P>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.</P>
<TABLE BORDER=0 CELLSPACING=1 WIDTH=614>
<TR><TD WIDTH="50%" VALIGN="TOP" HEIGHT=15><P></P></TD>
<TD WIDTH="50%" VALIGN="TOP" COLSPAN=3 HEIGHT=15>
<B><FONT SIZE=2><P>COMMERCE ONE, INC.</B></FONT></TD>
</TR>
<TR><TD WIDTH="50%" VALIGN="TOP" HEIGHT=15><P></P></TD>
<TD WIDTH="50%" VALIGN="TOP" COLSPAN=3 HEIGHT=15><P></P></TD>
</TR>
<TR><TD WIDTH="50%" VALIGN="TOP" HEIGHT=15><P></P></TD>
<TD WIDTH="24%" VALIGN="TOP" HEIGHT=15>
<FONT SIZE=2><P>/s/ Peter Seidenberg
<HR NOSHADE SIZE=2>
</FONT></TD>
<TD WIDTH="10%" VALIGN="TOP" HEIGHT=15><P></P></TD>
<TD WIDTH="17%" VALIGN="TOP" HEIGHT=15><P></P></TD>
</TR>
<TR><TD WIDTH="50%" VALIGN="TOP" HEIGHT=15><P></P></TD>
<TD WIDTH="50%" VALIGN="TOP" COLSPAN=3 HEIGHT=15>
<FONT SIZE=2><P>Peter Seidenberg</FONT></TD>
</TR>
<TR><TD WIDTH="50%" VALIGN="TOP" HEIGHT=15><P></P></TD>
<TD WIDTH="50%" VALIGN="TOP" COLSPAN=3 HEIGHT=15>
<FONT SIZE=2><P>Senior Vice President and Chief Financial Officer</FONT></TD>
</TR>
</TABLE>

<FONT SIZE=2><P>Date: October 27, 2004</P>

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October 27 2004 8K DOC
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the  Securities Exchange Act of 1934
October 18, 2004
Date of Report (Date of earliest event reported):
COMMERCE ONE, INC.
(Exact name of registrant as specified in its charter)
Delaware
000-32979
94-3392885
(State of other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification Number)
One Market Street, Steuart Tower
Suite 1300
San Francisco, CA 94105
(Address of principal executive offices including zip code)
(415) 644-8700
(Registrant's telephone number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01.	Entry into a Material Definitive Agreement
Effective as of October 21, 2004, the United States Bankruptcy Court for
the Northern District of California, San Francisco Division, approved amended
bidding procedures in connection with our Asset Purchase Agreement dated October
6, 2004 with Commerce Acquisition LLC (the "Buyer"), a Delaware limited
liability company and wholly-owned subsidiary of ComVest Investment Partners II
LLC and DCC Ventures, LLC (collectively, the "Secured Creditors"), and the
Secured Creditors, as well as certain related matters. These amended bidding
procedures were in response to, among other things, indications of interest that
we have received from third parties with respect to certain of our patents.
The amended bidding procedures will allow a competing bidder to now bid for
any of the following:
(i)	substantially all of our assets (other than a promissory note payable
to us in the approximate principal amount of $2.0 million (the "Note")) for a
purchase price of at least $4.3 million;
(ii)	substantially all of our assets (other than certain web services
patents (the "Web Services Patents")) for a purchase price of at least $4.3
million; or
(iii)	solely the Web Services Patents for a cash purchase price of at
least $1.0 million.
The minimum bids described above are subject to increase to the extent that
the Buyer pays or reimburses us for the expenses of retaining certain of our
employees.
In addition to its original agreement to purchase substantially all of our
assets (other than the Note) for a credit bid of $4.1 million and certain other
consideration, the Buyer has agreed, in the event that a sale of our Web
Services Patents to a competing bidder for at least $1.0 million is approved, to
instead purchase substantially all of our remaining assets other than the Web
Services Patents. In such event, the Buyer would receive these remaining assets,
the Note and a license to the Web Services Patents and would retain an unsecured
claim of $1.0 million (subject to a maximum recovery of $500,000 against this
unsecured claim). The purchase price would generally remain unchanged. If a sale
of our Web Services Patents is not approved, the Buyer's original agreement will
remain in effect.
The Buyers' original agreement and additional agreement are subject to
Bankruptcy Court approval and remain subject to the ability of third parties to
outbid the Buyer for these assets. In the event that the Buyer is outbid for
these assets and it does not submit a further bid of its own, it will generally
be entitled to a break-up fee of $175,000.
The deadline for bids to purchase our assets is currently set at 5:00 p.m.,
Pacific Time, November 12, 2004; the hearing before the Bankruptcy Court
with respect to the sale of our assets is currently scheduled for November 16,
2004.
The foregoing summary does not reflect all of the terms and conditions of the
bidding procedures and agreements with the Buyer and Secured Creditors. We plan
on subsequently filing a copy of the order approving the bidding procedures and
related matters described above on a Current Report on Form 8-K once the final
order is available, and this summary is qualified in its reference to such order
and any amendment to the Asset Purchase Agreement.
Item 3.02.	Unregistered Sales of Equity Securities
During the week of October 18, 2004, we issued an additional 1,137,262
shares of our common stock to BayStar Capital II, LP ("BayStar") upon BayStar's
conversion of its remaining 24,000 shares of our Series B preferred stock.
Previously, we had issued an aggregate of 3,597,034 shares of our common stock
to BayStar upon its conversion of an aggregate of 76,000 shares of Series B
preferred stock. As a result of the most recent conversion, no more shares of
our Series B preferred stock remain outstanding. We did not receive any
additional remuneration from BayStar in connection with any of the conversions
referenced above. These shares of our preferred stock were issued to BayStar
pursuant to a Securities Purchase Agreement dated July 10, 2003. The shares of
common stock issued in exchange for the preferred stock were exempt from
registration under the Securities Act of 1933, as amended (the "Securities Act")
pursuant to Section 3(a)(9) of the Securities Act, and may be sold by BayStar
pursuant to Rule 144 promulgated under the Securities Act or an effective
registration statement under the Securities Act (in each case, subject to
applicable limitations).
*		*		*
Forward Looking Statements
This current report on Form 8-K includes forward-looking statements
within the meaning of the securities laws. These forward-looking statements
include statements relating to our efforts to sell all or substantially all of
our assets, the potential sale of our Web Services Patents, the date of certain
hearings and deadlines and related matters. These statements reflect the current
views and assumptions of Commerce One, and are subject to various risks and
uncertainties that could cause actual results to differ materially from
expectations. These factors include, but are not limited to, the following: the
possibility of further changes to the Asset Purchase Agreement; possible actions
or objections of our creditors, the creditors committee, the United States
trustee, or the Bankruptcy Court; the possibility that no formal bids will
ultimately made be made to purchase our Web Services Patents or other assets (or
if made, the possibility that such bids are subsequently withdrawn); our ability
to close the asset sale in a timely fashion or at all; our ability to meet the
closing conditions in the Asset Purchase Agreement; receipt of bankruptcy court
approval of the sale of our assets and related matters; constraints imposed by
our limited capital; our ability to obtain sufficient funds in the time period
required in order to fund our ongoing operations and maintain the value of our
assets; the inability to collect our outstanding accounts receivable; various
external factors, including economic, political and other global conditions; and
various other risks including, without limitation, those discussed in our
filings with the Securities and Exchange Commission, including our annual report
on Form 10-K for the year ended December 31, 2003, our quarterly report on Form
10-Q for the quarter ended June 30, 2004 and our current reports on Form 8-K.
The information provided in this current report on Form 8-K is current as of the
date of its publication. We expressly disclaim any obligation to release
publicly any updates or revisions to any forward-looking statements to reflect
any changes in expectations, or any change in events or circumstances on which
those statements are based, unless otherwise required by law.
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.
COMMERCE ONE, INC.
/s/ Peter Seidenberg
Peter Seidenberg
Senior Vice President and Chief Financial Officer
Date: October 27, 2004