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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>
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<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"> September 24, 2004<BR>
</font><font color="000000"><font size="3">
  Date of Report (Date of earliest event reported):
</B></p>
 <br>

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                               COMMERCE ONE, INC.
</B></font><BR>
<font size="2">
            <i>(Exact name of registrant as specified in its charter)</i>
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<P>&nbsp;
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<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>
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</TD>


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<CENTER>&nbsp;<i>(Commission File Number)</i></CENTER>
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</TD>

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<CENTER><i>(I.R.S. Employer Identification Number)</i></CENTER>
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<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  2.05.&#9;Costs Associated with Exit or Disposal Activities</P>
</B><P>On September 24, 2004, we announced the layoff of approximately 56
employees.  Following the layoff, we will have approximately 36 employees, most
of whom are employed by our supplier relationship management (SRM) business
unit.  We anticipate that this layoff will cost the company approximately
$200,000 in cash expenditures, substantially all of which will be paid
immediately.</P>
<P>The layoffs are being made in order to preserve our remaining limited cash.
Following the payment of layoff costs and the payment of other payroll and
payroll-related expenses, we expect to have less than $300,000 of unrestricted
cash to fund our operations.  </P>
<P>We may sell all or a portion of our assets and anticipate winding down our
business and filing for bankruptcy protection under Chapter 11 or 7 of the
United States Bankruptcy Code.  Whether we sell our assets, file for bankruptcy
or take any similar course of action, we expect that the amounts available to us
will not be sufficient to meet all of our debts and obligations and that nothing
will be paid to our preferred or common stockholders.</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 concerning expectations regarding our efforts to sell all or
substantially all of our assets, expectations regarding our filing for
bankruptcy, our cash position following the layoffs, our ability to continue to
fund our operations and our inability to meet all of our debts and obligations.
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: constraints imposed by our limited capital; our
ability to obtain sufficient funds in the time period required in order to fund
our ongoing operations; factors affecting our ability to realize significant
savings from our cost-cutting measures; the inability to collect our outstanding
accounts receivable; the depressed market for new technology investments; our
ability to generate interest in our assets in a sale context; various external
factors, including economic, political and other global conditions; and various
other risks including, without limitation, those discussed in Commerce One's
filings with the Securities and Exchange Commission, including its annual report
on Form 10-K for the year ended December 31, 2003 and its quarterly report on
Form 10-Q for the quarter ended June 30, 2004. The information provided in this
current report on Form 8-K is current as of the date of its publication.
Commerce One expressly disclaims 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>
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<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/ Mark B. Hoffman
<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>Mark B. Hoffman</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>Chairman, Chief Executive Officer and President</FONT></TD>
</TR>
</TABLE>

<FONT SIZE=2><P>Date: September 24, 2004</P>



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September 24 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
September 24, 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  2.05.	Costs Associated with Exit or Disposal Activities
On September 24, 2004, we announced the layoff of approximately 56
employees.  Following the layoff, we will have approximately 36 employees, most
of whom are employed by our supplier relationship management (SRM) business
unit.  We anticipate that this layoff will cost the company approximately
$200,000 in cash expenditures, substantially all of which will be paid
immediately.
The layoffs are being made in order to preserve our remaining limited cash.
Following the payment of layoff costs and the payment of other payroll and
payroll-related expenses, we expect to have less than $300,000 of unrestricted
cash to fund our operations.
We may sell all or a portion of our assets and anticipate winding down our
business and filing for bankruptcy protection under Chapter 11 or 7 of the
United States Bankruptcy Code.  Whether we sell our assets, file for bankruptcy
or take any similar course of action, we expect that the amounts available to us
will not be sufficient to meet all of our debts and obligations and that nothing
will be paid to our preferred or common stockholders.
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 concerning expectations regarding our efforts to sell all or
substantially all of our assets, expectations regarding our filing for
bankruptcy, our cash position following the layoffs, our ability to continue to
fund our operations and our inability to meet all of our debts and obligations.
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: constraints imposed by our limited capital; our
ability to obtain sufficient funds in the time period required in order to fund
our ongoing operations; factors affecting our ability to realize significant
savings from our cost-cutting measures; the inability to collect our outstanding
accounts receivable; the depressed market for new technology investments; our
ability to generate interest in our assets in a sale context; various external
factors, including economic, political and other global conditions; and various
other risks including, without limitation, those discussed in Commerce One's
filings with the Securities and Exchange Commission, including its annual report
on Form 10-K for the year ended December 31, 2003 and its quarterly report on
Form 10-Q for the quarter ended June 30, 2004. The information provided in this
current report on Form 8-K is current as of the date of its publication.
Commerce One expressly disclaims 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/ Mark B. Hoffman
Mark B. Hoffman
Chairman, Chief Executive Officer and President
Date: September 24, 2004