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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>


<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"> September 19, 2005<BR>
</font><font color="000000"><font size="3">
  Date of Report (Date of earliest event reported):
</B></P>
 <br>

<font size="6" color="#0000FF"><B><p align="center">
                               CO Liquidation, 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">
                               580 California Street, <BR>
                                           Suite 526<BR>
                             San Francisco, CA  &nbsp; 94104
</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) 283-3200
</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>

<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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<font size="2">


<B><P>Item 8.01.      Other Events</P></B>

<I><P>Distributions to Stockholders; Closing of Stock Transfer Ledger</P>
</I><P>In accordance with the Company's Disclosure Statement and Plan of Reorganization dated May 20, 2005 and
filed with the United States Bankruptcy Court for the Northern District of California (Lead Case Number 04-32820-DM-
11) (the &quot;Plan&quot;) we will make an initial distribution to our stockholders of record as of the close of business on
October 3, 2005, the record date set by the bankruptcy court (the &quot;Record Date&quot;).  Only stockholders owning
shares on the Record Date will be entitled to a distribution payment.  Pursuant to the initial distribution, stockholders will
receive (i) their pro rata share of the initial distribution, and (ii) the right to receive their pro rata share of any subsequent
distributions if any cash is remaining in the estate after the Company's affairs are wound down and all claims and other
expenses are paid or otherwise resolved.  Immediately following the Record Date, the stock transfer ledgers of the
Company will be closed, and no further transfers of stock may be made or processed.  </P>
<P>As of September 19, 2005, we had $7,220,840.92 cash on hand, which reflects our ongoing payments to creditors
discussed more fully below.  Shortly after the Record Date, our stockholders will receive $0.11 per share in the initial
distribution.  This figure is based upon having 41,415,413 shares currently outstanding.  While stockholders may receive
future distributions of up to approximately $0.03 per share depending on the amount of cash available in the estate and
the success of our objections to disputed claims, there is no guarantee any future distribution will be made.  These are
estimates only, and the ultimate future distribution to our stockholders may be higher or lower based upon a number of
factors, including the remaining costs of winding-up our affairs, subsequent claims, and other contingencies.</P>
<P>Distribution payments will be sent only to record holders of common stock as of the Record Date.  Distributions to
beneficial owners whose shares are held in &quot;nominee&quot; or &quot;street&quot; name shall be made to the
applicable broker or account representative.  The beneficial owner is responsible for assuring that its nominee transmits
to them any distribution received from us.</P>
<P>We will not be making individual distributions of less than $2.00 in the aggregate in the initial distribution.  If such a
payment is not made, it will carry over to the next distribution date until the cumulative amount to which the stockholder
is entitled to receive exceeds $2.00.  At that time the cumulative amount will be paid to the stockholder.  If the
distribution to be made to a stockholder never exceeds $2.00, no distribution will be paid to that stockholder.</P>
<I><P>Payments to Creditors</P>
</I><P>We are in the process of making certain payments of undisputed amounts owing to our creditors.  In the
aggregate, we are paying approximately $6,581,400 in undisputed claims.  In addition, we have filed objections to
approximately $1,325,850 in claims the Company disputes, in part or in full, and have reserved sufficient funds to pay
those claims in the event our objections prove unsuccessful.  We also have been paying, and will continue to pay,
professional fees pertaining to the bankruptcy case, fees to the Office of the United States Trustee during the bankruptcy
case, and general administrative expenses associated with the bankruptcy case and the termination of the Company's
affairs, the total future cost of which we estimate between $650,000 and $750,000.    </P>
<I><P>Dissolution of Corporation</P>
</I><P>Additionally, in accordance with the Plan and Delaware General Corporation Law, we filed a Certificate of
Dissolution with the Secretary of State of the State of Delaware on August 26, 2005 to begin the dissolution
process.</P>
<P>&#9;The description above is qualified in its entirety by the full text of the Plan, along with all exhibits thereto (filed
with the Securities and Exchange Commission on a Current Report on Form 8-K on May 25, 2005).</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 the existence and amount of cash to distribute to
stockholders, which claims are to be paid, to whom, the amount of such claims, the potential for a subsequent
distribution to stockholders, the costs of winding-up our affairs, the possibility of subsequent expenses, and the closing
of our stock transfer ledger.  These statements reflect our current views and assumptions.  They 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 potential for the costs of winding-up to be higher than anticipated; the potential that
certain amounts owed to us will not be collected or that amounts held in foreign accounts cannot be repatriated; the
potential for the winding-up process to take longer than anticipated; the potential for there to be no subsequent
distribution to stockholders; the extent to which subsequent claims vary from our expectations; the possibility the court
will overrule our objections to some or all of the disputed claims, other external factors, including economic, political and
other global conditions; and various other risks, such as 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 subsequent 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>
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<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>

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<TR><TD WIDTH="50%" VALIGN="TOP" HEIGHT=15><P></P></TD>
<TD WIDTH="50%" VALIGN="TOP" COLSPAN=2 HEIGHT=15>
<B><FONT SIZE=2><P>CO LIQUIDATION, INC.</B></FONT></TD>
</TR>
<TR><TD WIDTH="50%" VALIGN="TOP" HEIGHT=15><P></P></TD>
<TD WIDTH="50%" VALIGN="TOP" COLSPAN=2 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=2 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=2 HEIGHT=15>
<FONT SIZE=2><P>Senior Vice President and Chief Financial Officer</FONT></TD>
</TR>
</TABLE>

<FONT SIZE=2><P>Date: September 20, 2005</P>


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{"company-data": {"conformed-name": "CO LIQUIDATION, INC.", "cik": "0001131806", "assigned-sic": "7373", "irs-number": "943392885", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-32979", "film-number": "051094243"}, "business-address": {"street1": "ONE MARKET, STEUART TOWER", "street2": "SUITE 526", "city": "SAN FRANCISCO", "state": "CA", "zip": "94105", "phone": "415-644-8721"}, "mail-address": {"street1": "ONE MARKET, STEUART TOWER", "street2": "SUITE 526", "city": "SAN FRANCISCO", "state": "CA", "zip": "94105"}, "former-company": [{"former-conformed-name": "COMMERCE ONE INC / DE/", "date-changed": "20010924"}, {"former-conformed-name": "NEW COMMERCE ONE HOLDING INC", "date-changed": "20010108"}]}
September 20 2005 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 19, 2005
Date of Report (Date of earliest event reported):
CO Liquidation, 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)
580 California Street,
Suite 526
San Francisco, CA    94104
(Address of principal executive offices including zip code)
(415) 283-3200
(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 8.01.      Other Events
Distributions to Stockholders; Closing of Stock Transfer Ledger
In accordance with the Company's Disclosure Statement and Plan of Reorganization dated May 20, 2005 and
filed with the United States Bankruptcy Court for the Northern District of California (Lead Case Number 04-32820-DM-
11) (the "Plan") we will make an initial distribution to our stockholders of record as of the close of business on
October 3, 2005, the record date set by the bankruptcy court (the "Record Date").  Only stockholders owning
shares on the Record Date will be entitled to a distribution payment.  Pursuant to the initial distribution, stockholders will
receive (i) their pro rata share of the initial distribution, and (ii) the right to receive their pro rata share of any subsequent
distributions if any cash is remaining in the estate after the Company's affairs are wound down and all claims and other
expenses are paid or otherwise resolved.  Immediately following the Record Date, the stock transfer ledgers of the
Company will be closed, and no further transfers of stock may be made or processed.
As of September 19, 2005, we had $7,220,840.92 cash on hand, which reflects our ongoing payments to creditors
discussed more fully below.  Shortly after the Record Date, our stockholders will receive $0.11 per share in the initial
distribution.  This figure is based upon having 41,415,413 shares currently outstanding.  While stockholders may receive
future distributions of up to approximately $0.03 per share depending on the amount of cash available in the estate and
the success of our objections to disputed claims, there is no guarantee any future distribution will be made.  These are
estimates only, and the ultimate future distribution to our stockholders may be higher or lower based upon a number of
factors, including the remaining costs of winding-up our affairs, subsequent claims, and other contingencies.
Distribution payments will be sent only to record holders of common stock as of the Record Date.  Distributions to
beneficial owners whose shares are held in "nominee" or "street" name shall be made to the
applicable broker or account representative.  The beneficial owner is responsible for assuring that its nominee transmits
to them any distribution received from us.
We will not be making individual distributions of less than $2.00 in the aggregate in the initial distribution.  If such a
payment is not made, it will carry over to the next distribution date until the cumulative amount to which the stockholder
is entitled to receive exceeds $2.00.  At that time the cumulative amount will be paid to the stockholder.  If the
distribution to be made to a stockholder never exceeds $2.00, no distribution will be paid to that stockholder.
Payments to Creditors
We are in the process of making certain payments of undisputed amounts owing to our creditors.  In the
aggregate, we are paying approximately $6,581,400 in undisputed claims.  In addition, we have filed objections to
approximately $1,325,850 in claims the Company disputes, in part or in full, and have reserved sufficient funds to pay
those claims in the event our objections prove unsuccessful.  We also have been paying, and will continue to pay,
professional fees pertaining to the bankruptcy case, fees to the Office of the United States Trustee during the bankruptcy
case, and general administrative expenses associated with the bankruptcy case and the termination of the Company's
affairs, the total future cost of which we estimate between $650,000 and $750,000.
Dissolution of Corporation
Additionally, in accordance with the Plan and Delaware General Corporation Law, we filed a Certificate of
Dissolution with the Secretary of State of the State of Delaware on August 26, 2005 to begin the dissolution
process.
The description above is qualified in its entirety by the full text of the Plan, along with all exhibits thereto (filed
with the Securities and Exchange Commission on a Current Report on Form 8-K on May 25, 2005).
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 the existence and amount of cash to distribute to
stockholders, which claims are to be paid, to whom, the amount of such claims, the potential for a subsequent
distribution to stockholders, the costs of winding-up our affairs, the possibility of subsequent expenses, and the closing
of our stock transfer ledger.  These statements reflect our current views and assumptions.  They 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 potential for the costs of winding-up to be higher than anticipated; the potential that
certain amounts owed to us will not be collected or that amounts held in foreign accounts cannot be repatriated; the
potential for the winding-up process to take longer than anticipated; the potential for there to be no subsequent
distribution to stockholders; the extent to which subsequent claims vary from our expectations; the possibility the court
will overrule our objections to some or all of the disputed claims, other external factors, including economic, political and
other global conditions; and various other risks, such as 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 subsequent 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.
CO LIQUIDATION, INC.
/s/ Peter Seidenberg
Peter Seidenberg
Senior Vice President and Chief Financial Officer
Date: September 20, 2005