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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"> January 31, 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">
                               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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<font size="2">



<B><P>Item 8.01.&#9;Other Events</P></B>
<P>The deadline for non-governmental creditors of CO Liquidation, Inc. and its
wholly-owned subsidiary COO Liquidation, Inc. (the &quot;Company&quot;) to make
claims against the Company with the United States Bankruptcy Court for the
Northern District of California (Case Number 04-32820-DM-11) was January 31,
2005.  As of February 1, 2005, the combined scheduled debts of the Company (for
which no proof of claim was required to be filed with the Bankruptcy Court) and
claims filed with the Bankruptcy Court totaled an aggregate of $32,814,295.  The
deadline for the Bankruptcy Court to receive governmental proofs of claim is
April 4, 2005.  The date by which the Company must object to submitted claims
will be established by the Company's plan of reorganization to be filed with the
Bankruptcy Court.</P>
<P>Claim bar dates pertaining to the rejection of executory contracts and
unexpired leases have been separately established or will be separately
established by the Bankruptcy Court, and some of these bar dates have not yet
expired.  The Company also intends to reject many of its remaining contracts
through its plan of reorganization, which may result in additional claims being
filed against the Company after the plan of reorganization is confirmed by the
Bankruptcy Court.</P>
<P>Of the aggregate claims against the Company, $26,190,960 relates to a former
sales employee of the Company who filed a lawsuit against the Company in 2002 in
which he claimed he was owed commissions in excess of $25 million.&nbsp; The
case was litigated in federal district court in Colorado.&nbsp; In 2003, the
Company filed a motion for summary judgment to dismiss all of his claims.&nbsp;
The federal district court granted the motion and dismissed the case in its
entirety on April 28, 2004.  The former employee has filed an appeal of the
dismissal with the Tenth Circuit Court of Appeals.&nbsp;&nbsp;&nbsp;
Notwithstanding the dismissal of his case, the former employee has filed a claim
against the estate in the amount of $26,190,960.&nbsp; We believe that the
former employee's appeal of the dismissal and claim against the estate in the
bankruptcy case are without merit.  The Company intends to ask the Bankruptcy
Court to disallow this claim in its entirety on the ground that the district
court's dismissal of the case is a final judgment.  In the event the Bankruptcy
Court declines to bar the claim, the distribution of funds to creditors and/or
stockholders could be delayed and/or reduced as the Company litigates the appeal
of the former employee's claim.</P>
<P>As of December 31, 2004, as disclosed in the Company's latest monthly
operating reports filed with the Securities and Exchange Commission on a current
report on Form 8-K on January 24, 2005, the Company had cash and cash
equivalents of $15.7 million.  Assuming the claim by our former employee is
disallowed by the Bankruptcy Court, we currently expect to be able to cover the
claims owed to our creditors and the administrative and other costs associated
with the bankruptcy proceeding.  Any amounts remaining after we pay our
creditors and fund other bankruptcy related costs will be distributed 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 governmental proofs of claim that may be made
against the Company, the Company's ability to successfully object to certain
claims submitted to the Bankruptcy Court, including the lawsuit filed by our
former employee, the Company's characterization of the former employee's appeal
and claim, the Company's intention to reject remaining contracts and the effects
thereof, the Company's ability to make sufficient payments to cover the claims
owed to the Company's creditors, the Company's ability to make payments to its
stockholders, and the timing of distributions of funds to our creditors and/or
our stockholders. These statements reflect the current views and assumptions of
the Company, 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 further claims to be
made against us; the potential for the Bankruptcy Court to decline to bar
claims; the Bankruptcy Court's decision to allow the appeal and claim by our
former employee to proceed; 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. The information provided in this current report on Form 8-K is
current as of the date of its publication. The Company 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>
<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: February 3, 2005</P>


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February 3 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
January 31, 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)
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
The deadline for non-governmental creditors of CO Liquidation, Inc. and its
wholly-owned subsidiary COO Liquidation, Inc. (the "Company") to make
claims against the Company with the United States Bankruptcy Court for the
Northern District of California (Case Number 04-32820-DM-11) was January 31,
2005.  As of February 1, 2005, the combined scheduled debts of the Company (for
which no proof of claim was required to be filed with the Bankruptcy Court) and
claims filed with the Bankruptcy Court totaled an aggregate of $32,814,295.  The
deadline for the Bankruptcy Court to receive governmental proofs of claim is
April 4, 2005.  The date by which the Company must object to submitted claims
will be established by the Company's plan of reorganization to be filed with the
Bankruptcy Court.
Claim bar dates pertaining to the rejection of executory contracts and
unexpired leases have been separately established or will be separately
established by the Bankruptcy Court, and some of these bar dates have not yet
expired.  The Company also intends to reject many of its remaining contracts
through its plan of reorganization, which may result in additional claims being
filed against the Company after the plan of reorganization is confirmed by the
Bankruptcy Court.
Of the aggregate claims against the Company, $26,190,960 relates to a former
sales employee of the Company who filed a lawsuit against the Company in 2002 in
which he claimed he was owed commissions in excess of $25 million.  The
case was litigated in federal district court in Colorado.  In 2003, the
Company filed a motion for summary judgment to dismiss all of his claims. 
The federal district court granted the motion and dismissed the case in its
entirety on April 28, 2004.  The former employee has filed an appeal of the
dismissal with the Tenth Circuit Court of Appeals.   
Notwithstanding the dismissal of his case, the former employee has filed a claim
against the estate in the amount of $26,190,960.  We believe that the
former employee's appeal of the dismissal and claim against the estate in the
bankruptcy case are without merit.  The Company intends to ask the Bankruptcy
Court to disallow this claim in its entirety on the ground that the district
court's dismissal of the case is a final judgment.  In the event the Bankruptcy
Court declines to bar the claim, the distribution of funds to creditors and/or
stockholders could be delayed and/or reduced as the Company litigates the appeal
of the former employee's claim.
As of December 31, 2004, as disclosed in the Company's latest monthly
operating reports filed with the Securities and Exchange Commission on a current
report on Form 8-K on January 24, 2005, the Company had cash and cash
equivalents of $15.7 million.  Assuming the claim by our former employee is
disallowed by the Bankruptcy Court, we currently expect to be able to cover the
claims owed to our creditors and the administrative and other costs associated
with the bankruptcy proceeding.  Any amounts remaining after we pay our
creditors and fund other bankruptcy related costs will be distributed 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 governmental proofs of claim that may be made
against the Company, the Company's ability to successfully object to certain
claims submitted to the Bankruptcy Court, including the lawsuit filed by our
former employee, the Company's characterization of the former employee's appeal
and claim, the Company's intention to reject remaining contracts and the effects
thereof, the Company's ability to make sufficient payments to cover the claims
owed to the Company's creditors, the Company's ability to make payments to its
stockholders, and the timing of distributions of funds to our creditors and/or
our stockholders. These statements reflect the current views and assumptions of
the Company, 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 further claims to be
made against us; the potential for the Bankruptcy Court to decline to bar
claims; the Bankruptcy Court's decision to allow the appeal and claim by our
former employee to proceed; 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. The information provided in this current report on Form 8-K is
current as of the date of its publication. The Company 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.
CO LIQUIDATION, INC.
/s/ Peter Seidenberg
Peter Seidenberg
Senior Vice President and Chief Financial Officer
Date: February 3, 2005