<HTML>
<HEAD>
<TITLE>July 28 2005 8K DOC</TITLE>
</HEAD>
<BODY LINK="#0000ff" VLINK="#800080">
<font FACE="Times New Roman" SIZE="2">


<DIV align=left>
<HR size="4" noshade color="#000000" style="margin-top: -5px">
<HR size="1" noshade color="#000000" style="margin-top: -10px">
</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 27, 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><U><p align="center">
                               580 California Street, Suite 526, San Francisco, California &nbsp; 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) 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))

<DIV align=left>
<HR size="1" noshade color="#000000" style="margin-top: -2px">
<HR size="4" noshade color="#000000" style="margin-top: -10px">
</DIV>

<font size="2">

<B><P>Item 8.01. &nbsp;&nbsp; Other Events.</P>
</B><P>On July&nbsp;27, 2005, the United States Bankruptcy Court for the Northern District of California approved,
with certain modifications, the Disclosure Statement and Plan of Reorganization (Dated May 20, 2005) (the "Plan") filed
with the court in connection with the bankruptcy proceedings (Lead Case Number 04-32820-DM-11) of CO Liquidation,
Inc. and its wholly-owned subsidiary COO Liquidation, Inc. (formerly Commerce One, Inc. and Commerce One
Operations, Inc., and collectively, the "Company"). The Plan as approved resolved all formal objections to the Plan. A
copy of the order approving the Plan, which includes the Plan as an exhibit, is attached hereto as Exhibit 99.1</P>
<P>As of July&nbsp;28, 2005, we had approximately $13,357,388 cash on hand. Of that amount, we currently anticipate
paying creditors between $6,781,686-$9,064,242 in claims and interest under the Plan. These claims and interest do not
include certain professional fees related to the bankruptcy case or fees that will be owing to the Office of the United
States Trustee while the bankruptcy case is pending. The actual amount paid to creditors will depend upon the outcome
of the Company's objections to certain claims and scheduled debts. Upon satisfaction of, or reservation for, these
claims, an initial distribution will be made under the Plan to our stockholders of record as of the record date set by the
bankruptcy court, which we anticipate to be on or about October 3, 2005 (the "Record Date"). We expect to make this
initial distribution by mid-October 2005, assuming no appeals to the Plan or unforeseen events. </P>
<P>Following the payment to creditors, we currently estimate that our stockholders of record as of the Record Date will
receive a distribution of approximately $0.08-$0.14 per share. This estimate is based upon having 41,415,413 shares
outstanding as of the Record Date. Our stockholders of record as of the Record Date also will have the right to receive a
subsequent distribution if any cash is remaining in the estate after the Company's affairs are wound down and all claims,
professional fees and other expenses are paid. These are estimates only and the ultimate distribution to our
stockholders may be higher or lower, or could amount to nothing at all, based upon a number of factors, including the
costs of winding-up our affairs, other administrative costs and other claims and contingencies. One such known
contingency is the resolution of certain matters relating to the administration of our 401(k) plan. While we are working
with the 401(k) plan administrator to resolve this matter, we may be required to make payments and incur costs related
to this matter of up to an aggregate of approximately $350,000.</P>
<P>Immediately following the Record Date, the stock transfer ledgers of the Company will be closed, and there shall be
no further transfers made or processed in the holders of record of the Company's common stock. The Plan provides for
the commencement of the dissolution process as of the "Effective Date" of the Plan, which we expect to occur on or
about August 9, 2005.</P>

<B><P>Item 9.01. &nbsp;&nbsp; Financial Statements and Exhibits.</P>
</B><P>(c)&#9;Exhibits</P>
<P>The following exhibit is filed as a part of this report: </P>

<P ALIGN="CENTER"><CENTER><TABLE BORDER=0 CELLSPACING=1 CELLPADDING=7 WIDTH=70%>
<TR><TD WIDTH="18%" VALIGN="TOP">
<FONT SIZE=2><P>Exhibit No.</TD>
<TD WIDTH="82%" VALIGN="TOP">
<FONT SIZE=2><P>Description</TD>
</TR>
<TR><TD WIDTH="18%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">99.1</TD>
<TD WIDTH="82%" VALIGN="TOP">
<FONT SIZE=2><P>Order of the Bankruptcy Court Approving the Disclosure Statement and Plan of Reorganization, dated
July&nbsp;27, 2005
</TD>
</TR>
</TABLE>
</CENTER></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 which claims are to be paid, the amount of such
claims, the potential amount of contingencies, the existence and amount of cash to distribute to stockholders, the
potential for a subsequent distribution to stockholders, the costs of winding-up the Company's affairs, the closing of the
Company's stock transfer ledger, and the timing of distributions to stockholders and creditors. These statements reflect
our current views and assumptions, 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 potential for the costs
of winding-up to be higher than anticipated, the potential for the winding-up process to take longer than anticipated, the
potential for additional claims or contingencies, appeals or challenges to the bankruptcy plan, other litigation and other
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 and 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>
<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 BORDER=0 CELLSPACING=1 WIDTH=614>
<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: July 28, 2005</P>


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

<B><P ALIGN="CENTER">INDEX OF EXHIBITS </P></B>
<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=85%>
<TR><TD WIDTH="20%" VALIGN="TOP">
<U><FONT SIZE=2><P>Exhibit No.</U></FONT></TD>
<TD WIDTH="80%" VALIGN="TOP">
<U><FONT SIZE=2><P>Description</U></FONT></TD>
</TR>
<TR><TD WIDTH="20%" VALIGN="TOP">
<FONT SIZE=2><P>99.1</FONT></TD>
<TD WIDTH="80%" VALIGN="TOP">
<FONT SIZE=2><P><A HREF="exh99-1.htm">Order of the Bankruptcy Court Approving the Disclosure Statement and Plan of Reorganization, dated July 27, 2005  </A></P>
</FONT></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": 11287}]
{"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": "05982834"}, "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"}]}
July 28 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
July 27, 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, California   94105
(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.
On July 27, 2005, the United States Bankruptcy Court for the Northern District of California approved,
with certain modifications, the Disclosure Statement and Plan of Reorganization (Dated May 20, 2005) (the "Plan") filed
with the court in connection with the bankruptcy proceedings (Lead Case Number 04-32820-DM-11) of CO Liquidation,
Inc. and its wholly-owned subsidiary COO Liquidation, Inc. (formerly Commerce One, Inc. and Commerce One
Operations, Inc., and collectively, the "Company"). The Plan as approved resolved all formal objections to the Plan. A
copy of the order approving the Plan, which includes the Plan as an exhibit, is attached hereto as Exhibit 99.1
As of July 28, 2005, we had approximately $13,357,388 cash on hand. Of that amount, we currently anticipate
paying creditors between $6,781,686-$9,064,242 in claims and interest under the Plan. These claims and interest do not
include certain professional fees related to the bankruptcy case or fees that will be owing to the Office of the United
States Trustee while the bankruptcy case is pending. The actual amount paid to creditors will depend upon the outcome
of the Company's objections to certain claims and scheduled debts. Upon satisfaction of, or reservation for, these
claims, an initial distribution will be made under the Plan to our stockholders of record as of the record date set by the
bankruptcy court, which we anticipate to be on or about October 3, 2005 (the "Record Date"). We expect to make this
initial distribution by mid-October 2005, assuming no appeals to the Plan or unforeseen events.
Following the payment to creditors, we currently estimate that our stockholders of record as of the Record Date will
receive a distribution of approximately $0.08-$0.14 per share. This estimate is based upon having 41,415,413 shares
outstanding as of the Record Date. Our stockholders of record as of the Record Date also will have the right to receive a
subsequent distribution if any cash is remaining in the estate after the Company's affairs are wound down and all claims,
professional fees and other expenses are paid. These are estimates only and the ultimate distribution to our
stockholders may be higher or lower, or could amount to nothing at all, based upon a number of factors, including the
costs of winding-up our affairs, other administrative costs and other claims and contingencies. One such known
contingency is the resolution of certain matters relating to the administration of our 401(k) plan. While we are working
with the 401(k) plan administrator to resolve this matter, we may be required to make payments and incur costs related
to this matter of up to an aggregate of approximately $350,000.
Immediately following the Record Date, the stock transfer ledgers of the Company will be closed, and there shall be
no further transfers made or processed in the holders of record of the Company's common stock. The Plan provides for
the commencement of the dissolution process as of the "Effective Date" of the Plan, which we expect to occur on or
about August 9, 2005.
Item 9.01.    Financial Statements and Exhibits.
(c)	Exhibits
The following exhibit is filed as a part of this report:
Exhibit No.
Description
99.1
Order of the Bankruptcy Court Approving the Disclosure Statement and Plan of Reorganization, dated
July 27, 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 which claims are to be paid, the amount of such
claims, the potential amount of contingencies, the existence and amount of cash to distribute to stockholders, the
potential for a subsequent distribution to stockholders, the costs of winding-up the Company's affairs, the closing of the
Company's stock transfer ledger, and the timing of distributions to stockholders and creditors. These statements reflect
our current views and assumptions, 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 potential for the costs
of winding-up to be higher than anticipated, the potential for the winding-up process to take longer than anticipated, the
potential for additional claims or contingencies, appeals or challenges to the bankruptcy plan, other litigation and other
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 and 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: July 28, 2005
INDEX OF EXHIBITS
Exhibit No.
Description
99.1
Order of the Bankruptcy Court Approving the Disclosure Statement and Plan of Reorganization, dated July 27, 2005