<HTML>
<HEAD>
<title>July 20 2004 8K DOC</title>
</HEAD>
<BODY LINK="#0000ff" VLINK="#800080">
<font FACE="Times New Roman" SIZE="2">

<DIV align=left>
<HR align=left SIZE=2 width="100%">
</DIV>
<DIV align=left>
<HR align=left SIZE=2 width="100%">
</DIV>

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


<HR align=center SIZE=2 width="25%">
<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"> July 15, 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>

<font size="2">
               <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>

<DIV align=left>
<HR align=left SIZE=2 width="100%">
</DIV>
<DIV align=left>
<HR align=left SIZE=2 width="100%">
</DIV>


<FONT SIZE=2><B><P>Item 5. Other Events and Regulation FD Disclosure. </P>
<I><P>Deficiency Notice from Nasdaq National Market</P>
</B></I><P>On July 15, 2004, we received a notice from the Nasdaq National
Market indicating that the market price of our stock had failed to meet Nasdaq's
minimum closing bid price requirement of $1.00 per share for over thirty
consecutive business days. The notice specified, however, that we will receive
an automatic 180-day "grace period" to regain compliance with the National
Market's minimum bid price requirement. Therefore, if our common stock closes at
a minimum bid price of $1.00 or more for ten consecutive trading days prior to
January 11, 2005, Nasdaq will provide written notification that we have regained
compliance with the National Market's minimum bid price requirement. If,
however, our common stock does not regain compliance with the minimum bid price
requirement prior to January 11, 2005, Nasdaq will determine whether Commerce
One qualifies for an additional 180-day grace period to regain compliance. If we
have not regained compliance and do not qualify for Nasdaq's additional 180-day
grace period on January 11, 2005, the Nasdaq staff may notify us of their intent
to de-list our common stock, and of our right to appeal their determination.
</P>
<P>On July 19, 2004, the closing bid price of our common stock was $0.76. We are
currently seeking stockholder approval of a reverse stock split in an attempt to
increase the market price of our stock price to over $1.00. The stockholders
meeting to consider the reverse split is scheduled to occur on August 19, 2004.
If our stockholders do not approve the proposed reverse split, or if the reverse
split does not cause the market price of our stock to remain above $1.00 on an
ongoing basis, our stock could be de-listed.</P>
<B><I><P>Other Nasdaq Quantitative Maintenance Standards</P>
</B></I><P>Other than the minimum bid requirement, we believe that we currently
meet the other requirements of continued listing standard 2 of the Nasdaq
National Market, which requires, among other things, the following: 1) total
assets and total revenue of at least $50 million each for the most recently
completed fiscal year or for two of the last three most recently completed
fiscal years, or market value of listed securities of at least $50 million; 2)
at least 1,100,000 shares publicly held; 3) market value of publicly held shares
of at least $15 million; 4) at least 400 shareholders of round lots; and 5) at
least four registered and active market makers. However, it is possible that we
will not meet these or other standards in the future, particularly beginning in
2005. Further, in the event we were to seek to transfer to the Nasdaq SmallCap
Market, we would need to meet its continued listing standards. We do not
currently meet these standards. </P>
<P>We currently intend to seek to remain listed on the Nasdaq National Market
and/or transfer to the Nasdaq SmallCap Market. Among other things, we anticipate
seeking additional financing to help us meet the applicable continued listing
standards. There can be no assurance, however, that this will occur or that we
will otherwise remain listed on the Nasdaq National Market or be able to
transfer to the Nasdaq SmallCap Market in the future. </P>
<B><I><P>Potential Consequences of Being De-Listed </P>
</B></I><P>If we are de-listed from the Nasdaq National Market and are unable to
list on the Nasdaq SmallCap market, the holders of shares of Series B preferred
stock will have the right to require us to redeem their stock. The aggregate
redemption price of these shares was approximately $12.8 million as of June 30,
2004. We do not currently have sufficient capital resources to redeem these
shares. De-listing would also make our stock more difficult to trade, reduce its
trading volume, and further depress our stock price. It could also weaken our
ability to secure financing in the capital markets, which could materially
impact our business operations and financial condition. </P>
<B><I><P>Forward-Looking Statements </P>
</B></I><P>Certain statements in this current report on Form 8-K constitute
forward-looking statements that involve a number of known and unknown risks,
uncertainties and other factors that may cause such forward-looking statements
not to be realized. These forward-looking statements, include, but are not
limited to, our intention and efforts to remain listed on either the Nasdaq
National Market or Nasdaq SmallCap Market and our management's intention to seek
additional financing or renegotiate the terms of our Series B preferred stock.
Such statements reflect our current views and assumptions and are not guarantees
of future performance. Factors that could cause actual results to differ
materially from the forward-looking statements include changes to the listing
standards, policies and procedures of the Nasdaq National Market or Nasdaq
SmallCap Market, the nature of our negotiations (if any) with the holders of our
Series B preferred stock, fluctuations in our general financial and operating
results, changes in our liquidity and capital resources, declines in the market
price of our common stock, changes in the capital markets, competition, and
general and industry-specific economic conditions. For more information about
these and other risks that could affect our forward-looking statements, please
see our quarterly report on Form 10-Q for the quarter ended March 31, 2004 (as
amended), annual report on Form 10-K for the year ended December 31, 2003 (as
amended) and other filings we have made with the Securities and Exchange
Commission. 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>
<HR WIDTH="85%">
<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 CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=638>
<TR><TD WIDTH="47%" VALIGN="TOP">
<P>&nbsp;</P>
<P>&nbsp;</P>
<font FACE="Times New Roman" SIZE="2"><P>Date:  July 20, 2004</P>
</TD>
<TD WIDTH="53%" VALIGN="TOP">
<font FACE="Times New Roman" SIZE="2"><B><P>COMMERCE ONE, INC.</P>
</B>
<font FACE="Times New Roman" SIZE="2"><P>&nbsp;</P>
<font FACE="Times New Roman" SIZE="2"><P><U> /s/ Todd Hagen<BR>
</U> Todd Hagen<BR>
    Interim Chief Financial Officer

</TD>
</TR>
</TABLE>


<BR>
<BR>
<BR>
<HR WIDTH="85%">
<BR>
<BR>
<BR>

</BODY>
</HTML>
[{"type": "8-K", "sequence": "1", "filename": "body8k.htm", "description": "FORM 8-K", "secsgml_size_bytes": 9448}, {"type": "8-K", "sequence": "3", "filename": "form8-k.pdf", "description": "FORM 8-K IN PDF", "secsgml_size_bytes": 103948}]
{"company-data": {"conformed-name": "COMMERCE ONE INC / DE/", "cik": "0001131806", "assigned-sic": "7373", "irs-number": "943392885", "state-of-incorporation": "DE"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-32979", "film-number": "04922988"}, "business-address": {"street1": "ONE MARKET, STEUART TOWER", "street2": "SUITE 1300", "city": "SAN FRANCISCO", "state": "CA", "zip": "94105", "phone": "415-644-8721"}, "former-company": {"former-conformed-name": "NEW COMMERCE ONE HOLDING INC", "date-changed": "20010108"}}
July 20 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
July 15, 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)
Item 5. Other Events and Regulation FD Disclosure.
Deficiency Notice from Nasdaq National Market
On July 15, 2004, we received a notice from the Nasdaq National
Market indicating that the market price of our stock had failed to meet Nasdaq's
minimum closing bid price requirement of $1.00 per share for over thirty
consecutive business days. The notice specified, however, that we will receive
an automatic 180-day "grace period" to regain compliance with the National
Market's minimum bid price requirement. Therefore, if our common stock closes at
a minimum bid price of $1.00 or more for ten consecutive trading days prior to
January 11, 2005, Nasdaq will provide written notification that we have regained
compliance with the National Market's minimum bid price requirement. If,
however, our common stock does not regain compliance with the minimum bid price
requirement prior to January 11, 2005, Nasdaq will determine whether Commerce
One qualifies for an additional 180-day grace period to regain compliance. If we
have not regained compliance and do not qualify for Nasdaq's additional 180-day
grace period on January 11, 2005, the Nasdaq staff may notify us of their intent
to de-list our common stock, and of our right to appeal their determination.
On July 19, 2004, the closing bid price of our common stock was $0.76. We are
currently seeking stockholder approval of a reverse stock split in an attempt to
increase the market price of our stock price to over $1.00. The stockholders
meeting to consider the reverse split is scheduled to occur on August 19, 2004.
If our stockholders do not approve the proposed reverse split, or if the reverse
split does not cause the market price of our stock to remain above $1.00 on an
ongoing basis, our stock could be de-listed.
Other Nasdaq Quantitative Maintenance Standards
Other than the minimum bid requirement, we believe that we currently
meet the other requirements of continued listing standard 2 of the Nasdaq
National Market, which requires, among other things, the following: 1) total
assets and total revenue of at least $50 million each for the most recently
completed fiscal year or for two of the last three most recently completed
fiscal years, or market value of listed securities of at least $50 million; 2)
at least 1,100,000 shares publicly held; 3) market value of publicly held shares
of at least $15 million; 4) at least 400 shareholders of round lots; and 5) at
least four registered and active market makers. However, it is possible that we
will not meet these or other standards in the future, particularly beginning in
2005. Further, in the event we were to seek to transfer to the Nasdaq SmallCap
Market, we would need to meet its continued listing standards. We do not
currently meet these standards.
We currently intend to seek to remain listed on the Nasdaq National Market
and/or transfer to the Nasdaq SmallCap Market. Among other things, we anticipate
seeking additional financing to help us meet the applicable continued listing
standards. There can be no assurance, however, that this will occur or that we
will otherwise remain listed on the Nasdaq National Market or be able to
transfer to the Nasdaq SmallCap Market in the future.
Potential Consequences of Being De-Listed
If we are de-listed from the Nasdaq National Market and are unable to
list on the Nasdaq SmallCap market, the holders of shares of Series B preferred
stock will have the right to require us to redeem their stock. The aggregate
redemption price of these shares was approximately $12.8 million as of June 30,
2004. We do not currently have sufficient capital resources to redeem these
shares. De-listing would also make our stock more difficult to trade, reduce its
trading volume, and further depress our stock price. It could also weaken our
ability to secure financing in the capital markets, which could materially
impact our business operations and financial condition.
Forward-Looking Statements
Certain statements in this current report on Form 8-K constitute
forward-looking statements that involve a number of known and unknown risks,
uncertainties and other factors that may cause such forward-looking statements
not to be realized. These forward-looking statements, include, but are not
limited to, our intention and efforts to remain listed on either the Nasdaq
National Market or Nasdaq SmallCap Market and our management's intention to seek
additional financing or renegotiate the terms of our Series B preferred stock.
Such statements reflect our current views and assumptions and are not guarantees
of future performance. Factors that could cause actual results to differ
materially from the forward-looking statements include changes to the listing
standards, policies and procedures of the Nasdaq National Market or Nasdaq
SmallCap Market, the nature of our negotiations (if any) with the holders of our
Series B preferred stock, fluctuations in our general financial and operating
results, changes in our liquidity and capital resources, declines in the market
price of our common stock, changes in the capital markets, competition, and
general and industry-specific economic conditions. For more information about
these and other risks that could affect our forward-looking statements, please
see our quarterly report on Form 10-Q for the quarter ended March 31, 2004 (as
amended), annual report on Form 10-K for the year ended December 31, 2003 (as
amended) and other filings we have made with the Securities and Exchange
Commission. 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.
Date:  July 20, 2004
COMMERCE ONE, INC.
/s/ Todd Hagen
Todd Hagen
Interim Chief Financial Officer