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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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<font size="5"><B><p align="center">FORM 8-K</P></font></B>
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                                       CURRENT REPORT<br>
<br></br>
          PURSUANT TO SECTION 13 or 15(D) OF THE<BR>SECURITIES EXCHANGE ACT OF 1934
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December 10, 2003<BR></B>
    Date of Report (Date of earliest event reported)

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                               COMMERCE ONE, INC.
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            <i>(Exact name of registrant as specified in its charter)</i>
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<P>&nbsp;
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<CENTER><u>Delaware</u></CENTER>
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<CENTER><u>000-32979</u></CENTER>
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<CENTER><u>94-3392885</u></CENTER>
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<CENTER>&nbsp;<i>(State of other jurisdiction of incorporation)</i></CENTER>
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<CENTER>&nbsp;<i>(Commission File Number)</i></CENTER>
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<CENTER><i>(I.R.S. Employer Identification Number)</i></CENTER>
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                           One Market, Steuart Tower<BR>
                                    Suite 1300
<BR>
                              San Francisco, CA &nbsp; 94105
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       <i> (Address of principal executive offices including zip code)</i>
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                                 (415) 644-8700
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               <i>  (Registrant's telephone number, including area code)</i>
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                                 Not Applicable
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          <i>(Former Name or Former Address, if Changed Since Last Report)</i>
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<B><P>Item 4.&nbsp;&nbsp;Changes in Registrant's Certifying Accountant</P>
</B><P>(b)&#9;New independent accountant.   On December 10, 2003, the audit
committee of the board of directors of Commerce One engaged BDO Seidman, LLP as
Commerce One's new independent accountant to audit its financial statements.
BDO Seidman has not audited Commerce One's financial statements in the two most
recent fiscal years or any interim period.  Commerce One has not consulted with
BDO Seidman regarding any accounting, auditing or financial reporting matters
prior to engaging the firm to audit its financial statements.  </P>
<P>        </P>
<P>&#9;Commerce One requested that BDO review this Form 8-K and provided BDO with the
opportunity to furnish Commerce One with a letter addressed to the SEC
containing any new information, clarification of Commerce One's expression of
its views, or the respects in which it does not agree with the statements made
by Commerce One. BDO has advised Commerce One that it has reviewed this filing
and has no basis on which to submit a letter addressed to the SEC in response to
item 304 of Regulation S-K.</P>
<B><P>Item 5.&nbsp;&nbsp;Other Events</P>
</B><P>In November 2003, in order to conserve cash, Commerce One entered into an
agreement with its landlord for its former Pleasanton, California headquarters
to pre-pay the total remaining $5.6 million rent obligation with a combination
of cash, stock and a future note payable.  Pursuant to this agreement, Commerce
One has agreed to pay its landlord the following: 1) an initial cash payment of
$1.5 million, 2) an interest-free promissory note in the principal amount of
at least $500,000 payable in 2005, and 3) shares of common stock with a market value of
$3.6 million (based upon Commerce One's stock price on the date of issuance) but
no more than 4.9% of Commerce One's outstanding stock.  If 4.9% of Commerce
One's outstanding stock is worth less than $3.6 million based upon the issuance price, then
the remaining amount will be added to the note payable in 2005.  Upon completion
of this transaction, Commerce One will have no further rental payment
obligations for its former headquarters, and the total long-term lease
obligations for all of Commerce One's locations, including future rent through
March 2011, will have been reduced to approximately $7.2 million in the
aggregate.  </P>
<B><P>Item 7.&nbsp;&nbsp;Financial Statements and Exhibits.</P>
</B><P><DIR>(a)&#9;Financial Statements. </P>
<P>Not applicable. </P>
<P>(b)&#9;Pro Forma Financial Information. </P>
<P>Not applicable. </P>
<P>(c)&#9;Exhibits.</P>

<P>10.1&nbsp;&nbsp;Eighth Amendment to Sublease, dated October 1, 2003 and executed November 10, 2003,
by and between Commerce One Operations, Inc., Commerce One, Inc, and Peoplesoft, Inc.
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<P>Pursuant to the requirements of the Securities Exchange Act of 1934, Commerce
One has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized. </P><DIR>
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<P>COMMERCE ONE, INC.</P>
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<P>Dated: December 17, 2003</P><DIR>
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<P><U>/s/ Charles D. Boynton&#9;<BR>
</U>Charles D. Boynton<BR>
Chief Financial Officer </P>

<P>&#9;&#9;&#9; </P></DIR>
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<B><P ALIGN="CENTER">&nbsp;</P>
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<P ALIGN="CENTER">Exhibit Index</P></B>
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<TR><TD WIDTH="23%" VALIGN="TOP">
<U><P>Exhibit Number</U></TD>
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<U><P>Exhibit Title</U></TD>
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<P>10.1</TD>
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<P>Eighth Amendment to Sublease, dated October 1, 2003 and executed November 10,
2003, by and between Commerce One Operations, Inc., Commerce One, Inc, and
PeopleSoft, Inc.</TD>
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{"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": "031059785"}, "business-address": {"street1": "4440 ROSEWOOD DRIVE", "city": "PLEASANTON", "state": "CA", "zip": "94588", "phone": "925-520-6000"}, "former-company": {"former-conformed-name": "NEW COMMERCE ONE HOLDING INC", "date-changed": "20010108"}}
12172003 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 10, 2003
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, 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 4.  Changes in Registrant's Certifying Accountant
(b)	New independent accountant.   On December 10, 2003, the audit
committee of the board of directors of Commerce One engaged BDO Seidman, LLP as
Commerce One's new independent accountant to audit its financial statements.
BDO Seidman has not audited Commerce One's financial statements in the two most
recent fiscal years or any interim period.  Commerce One has not consulted with
BDO Seidman regarding any accounting, auditing or financial reporting matters
prior to engaging the firm to audit its financial statements.
Commerce One requested that BDO review this Form 8-K and provided BDO with the
opportunity to furnish Commerce One with a letter addressed to the SEC
containing any new information, clarification of Commerce One's expression of
its views, or the respects in which it does not agree with the statements made
by Commerce One. BDO has advised Commerce One that it has reviewed this filing
and has no basis on which to submit a letter addressed to the SEC in response to
item 304 of Regulation S-K.
Item 5.  Other Events
In November 2003, in order to conserve cash, Commerce One entered into an
agreement with its landlord for its former Pleasanton, California headquarters
to pre-pay the total remaining $5.6 million rent obligation with a combination
of cash, stock and a future note payable.  Pursuant to this agreement, Commerce
One has agreed to pay its landlord the following: 1) an initial cash payment of
$1.5 million, 2) an interest-free promissory note in the principal amount of
at least $500,000 payable in 2005, and 3) shares of common stock with a market value of
$3.6 million (based upon Commerce One's stock price on the date of issuance) but
no more than 4.9% of Commerce One's outstanding stock.  If 4.9% of Commerce
One's outstanding stock is worth less than $3.6 million based upon the issuance price, then
the remaining amount will be added to the note payable in 2005.  Upon completion
of this transaction, Commerce One will have no further rental payment
obligations for its former headquarters, and the total long-term lease
obligations for all of Commerce One's locations, including future rent through
March 2011, will have been reduced to approximately $7.2 million in the
aggregate.
Item 7.  Financial Statements and Exhibits.
(a)	Financial Statements.
Not applicable.
(b)	Pro Forma Financial Information.
Not applicable.
(c)	Exhibits.
10.1  Eighth Amendment to Sublease, dated October 1, 2003 and executed November 10, 2003,
by and between Commerce One Operations, Inc., Commerce One, Inc, and Peoplesoft, Inc.
Pursuant to the requirements of the Securities Exchange Act of 1934, Commerce
One has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
COMMERCE ONE, INC.
Dated: December 17, 2003
/s/ Charles D. Boynton
Charles D. Boynton
Chief Financial Officer
Exhibit Index
Exhibit Number
Exhibit Title
10.1
Eighth Amendment to Sublease, dated October 1, 2003 and executed November 10,
2003, by and between Commerce One Operations, Inc., Commerce One, Inc, and
PeopleSoft, Inc.