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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"> December 6, 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>
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<BR>



<font size="3"><B><p align="center">
                               One Market Street, Steuart Tower<BR>
                                           Suite 526<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>

<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><FONT SIZE=3><P>Item 8.01.&#9;Other Events</P>
</B></FONT><P>On December 6, 2004, Commerce One, Inc. and its wholly-owned
subsidiary, Commerce One Operations, Inc., conducted an auction of their assets
at a hearing before the United States Bankruptcy Court for the Northern District
of California (the &quot;Bankruptcy Court&quot;) in connection with its
bankruptcy petition, Case Number 04-32820-DM-11.  At the hearing, JGR
Acquisition, Inc. (&quot;JGR&quot;) submitted the winning bid of $15.5 million
to purchase certain of our web service patents and ComVest submitted the winning
bid of $4.1 million to purchase substantially all of our remaining assets, which
was a credit bid of a portion of debt we owed to ComVest.  In connection with
the sale of our web service patents, we will enter into a patent purchase
agreement with JGR.  JGR also will enter into a patent license agreement with
Commerce One Operations, Inc., which agreement will be assigned to ComVest in
connection with the sale of our remaining assets.  We expect the closing of the
sales of our assets to be concluded by the end of this week.  We expect to wind
down our operations after we conclude the sales of our assets.   </P>
<P>As of December 6, 2004 after the conclusion of the asset sales, we estimate
that our total liabilities owed to our creditors totaled approximately $6.6
million, including approximately $1.0 million owed to ComVest.  Our total
liabilities will continue to increase over time as additional claims may be made
against the estate.  Based on the amount of the winning bid on the sale of the
web service patents at today's hearing, we expect to be able to cover the
liabilities owed to our creditors and the administrative and other costs
associated with the bankruptcy proceeding.  Amounts remaining after making such
payments to our creditors will be paid to our 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 ability to conclude the
sales of our assets and the expected closing of the sales, the size of our debts
and obligations, our ability to meet all of our debts and obligations, our
intention to enter into a patent license agreement and a patent purchase
agreement, and our plan to wind down our operations. 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:
our ability to conclude the sales of our assets; the extent of our liabilities;
the potential for our liabilities to increase and for further claims to be made
against us; other 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>
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<TR><TD WIDTH="50%" VALIGN="TOP" HEIGHT=15><P></P></TD>
<TD WIDTH="50%" VALIGN="TOP" COLSPAN=3 HEIGHT=15>
<B><FONT SIZE=3><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=3><P>/s/ Peter Seidenberg
<HR NOSHADE SIZE=3>
</FONT></TD>
<TD WIDTH="10%" VALIGN="TOP" HEIGHT=15><P></P></TD>
<TD WIDTH="17%" VALIGN="TOP" HEIGHT=15><P></P></TD>
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<TR><TD WIDTH="50%" VALIGN="TOP" HEIGHT=15><P></P></TD>
<TD WIDTH="50%" VALIGN="TOP" COLSPAN=3 HEIGHT=15>
<FONT SIZE=3><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=3><P>Senior Vice President and Chief Financial Officer</FONT></TD>
</TR>
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<FONT SIZE=3><P>Date: December 6, 2004</P>


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December 6 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
December 6, 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 526
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 8.01.	Other Events
On December 6, 2004, Commerce One, Inc. and its wholly-owned
subsidiary, Commerce One Operations, Inc., conducted an auction of their assets
at a hearing before the United States Bankruptcy Court for the Northern District
of California (the "Bankruptcy Court") in connection with its
bankruptcy petition, Case Number 04-32820-DM-11.  At the hearing, JGR
Acquisition, Inc. ("JGR") submitted the winning bid of $15.5 million
to purchase certain of our web service patents and ComVest submitted the winning
bid of $4.1 million to purchase substantially all of our remaining assets, which
was a credit bid of a portion of debt we owed to ComVest.  In connection with
the sale of our web service patents, we will enter into a patent purchase
agreement with JGR.  JGR also will enter into a patent license agreement with
Commerce One Operations, Inc., which agreement will be assigned to ComVest in
connection with the sale of our remaining assets.  We expect the closing of the
sales of our assets to be concluded by the end of this week.  We expect to wind
down our operations after we conclude the sales of our assets.
As of December 6, 2004 after the conclusion of the asset sales, we estimate
that our total liabilities owed to our creditors totaled approximately $6.6
million, including approximately $1.0 million owed to ComVest.  Our total
liabilities will continue to increase over time as additional claims may be made
against the estate.  Based on the amount of the winning bid on the sale of the
web service patents at today's hearing, we expect to be able to cover the
liabilities owed to our creditors and the administrative and other costs
associated with the bankruptcy proceeding.  Amounts remaining after making such
payments to our creditors will be paid to our 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 ability to conclude the
sales of our assets and the expected closing of the sales, the size of our debts
and obligations, our ability to meet all of our debts and obligations, our
intention to enter into a patent license agreement and a patent purchase
agreement, and our plan to wind down our operations. 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:
our ability to conclude the sales of our assets; the extent of our liabilities;
the potential for our liabilities to increase and for further claims to be made
against us; other 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/ Peter Seidenberg
Peter Seidenberg
Senior Vice President and Chief Financial Officer
Date: December 6, 2004