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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 size="3"><B><p align="center">
    Date of Report (Date of earliest event reported):
<font color="FF0000">  May 20, 2004
</B></font></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>
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<TD>
<font size="2">
<CENTER><i>(I.R.S. Employer Identification Number)</i></CENTER>
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<font size="3"><B><p align="center">
                               One Market Street, Steuart Tower<BR>
                                           Suite 1300<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>

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<B><FONT SIZE=3><P ALIGN="JUSTIFY">Item 5.&#9;Other Events and Regulation FD
Disclosure.</P>
</B><P ALIGN="JUSTIFY">Commerce One, Inc. is filing this Report on Form 8-K
to&nbsp;report that we do not currently meet the listing requirements of either
the Nasdaq National Market or Nasdaq SmallCap Market and to explain the possible
effects if our common stock were delisted from the Nasdaq National Market and
was unable to be listed on the Nasdaq SmallCap Market.  Except as described
below, this Report on Form&nbsp;8-K does not purport to provide a general update
or discussion of any other developments at or affecting Commerce One.  </P>

<I><P ALIGN="JUSTIFY">Current Noncompliance with Listing Requirements of Nasdaq
National Market and Nasdaq SmallCap Market</P>
</I><P ALIGN="JUSTIFY">Our common stock is currently listed on the Nasdaq
National Market.  As a result of the recent decline in our market
capitalization, our negative stockholders' equity and history of losses, we do
not currently meet the listing requirements of either the Nasdaq National Market
or the Nasdaq SmallCap Market.  Among other things, the Nasdaq National Market
continued listing requirements require listed companies to maintain either
stockholders' equity of at least $10 million or market capitalization of at
least $50 million.  For companies that are already listed on, or transfer to,
the Nasdaq SmallCap Market, stockholders' equity of at least $2.5 million or
market capitalization of at least $35 million is required.  As of March 31,
2004, we had negative stockholders' equity of ($5.5) million and as of May 20,
2004 our market capitalization had dropped to approximately $30.4 million.</P>

<P ALIGN="JUSTIFY">Although we have not yet received a deficiency notice from
the Nasdaq National Market, we expect to in the near future.   Upon receipt of
Nasdaq's notice of deficiency, we will be afforded an opportunity to present the
Nasdaq staff with a definitive plan to cure our current deficiencies.  If the
Nasdaq staff does not find our proposed plan to be sufficiently definitive, they
will issue a notice of delisting.  Under the Nasdaq rules, we would then have an
opportunity to appeal the Nasdaq staff's delisting determination to a Nasdaq
Listing Qualifications Panel.  The Company's securities will remain listed
during the pendency of our appeal to the Listing Qualifications Panel.   We
cannot estimate with certainty how long this process will take.  Upon the
completion of this process, we may be delisted from the Nasdaq National Market
and be unable to list on the Nasdaq SmallCap Market.  </P>

<P ALIGN="JUSTIFY">We currently intend to seek to remain listed on the Nasdaq
National Market and/or Nasdaq SmallCap Market.  We plan to seek all appropriate
&quot;grace periods&quot; and opportunities for appeal under the applicable
rules to allow us time to again qualify under the applicable listing
requirements.  We also anticipate seeking additional financing to increase our
stockholders' equity.  It is also possible that our market capitalization will
increase to a sufficient level in the future.  There can be no assurance,
however, that we will be able to raise additional financing, realize an increase
in our market capitalization, or otherwise remain listed on either the Nasdaq
National Market or Nasdaq SmallCap Market.</P>

<P ALIGN="JUSTIFY">If we are delisted from the Nasdaq National Market and are
unable to list on the Nasdaq SmallCap market, the holders of shares of Series B
preferred stock will have the right to require us to redeem their stock.  The
aggregate redemption price of these shares, as of March 31, 2004 was
$12,685,000.  We do not currently have sufficient capital resources to redeem
these shares.  As a result, if the Series B preferred stockholders sought to
redeem their shares, we would need to pursue various actions, such as seeking
additional financing, selling some or all of our assets, dramatically reducing
or discontinuing some or all of our operations, renegotiating the terms of the
Series&nbsp;B preferred stock, or potentially filing for bankruptcy protection.
We cannot assure you, however that we will be able to successfully
raise additional financing, renegotiate the terms of our preferred stock or
successfully take the other actions described above.  Further, even if we are
able to redeem our Series B preferred stock, we may not have sufficient
additional capital resources to continue our operations.  If we do file for
bankruptcy protection, there can be no assurance that we can effectively
reorganize under Chapter 11 of the Bankruptcy Code or that we would be able to
generate sufficient proceeds from a liquidation under Chapter 7 of the
Bankruptcy Code to pay all of our creditors or provide any proceeds to our
stockholders.  </P>

<P ALIGN="JUSTIFY">Delisting would also have other negative effects.  Delisting
would make our stock more difficult to trade, reduce its trading volume, and
further depress our stock price.  It could also weaken our ability to secure
financing in the capital markets, which could materially impact our business
operations and financial condition.</P>

<I><P ALIGN="JUSTIFY">Forward-Looking Statements</P>
</I><P ALIGN="JUSTIFY">Certain statements in this current report on Form 8-K
constitute forward-looking statements that involve a number of known and unknown
risks, uncertainties and other factors that may cause such forward-looking
statements not to be realized. These forward-looking statements, include, but
are not limited to, our efforts to remain listed on either the Nasdaq National
Market or Nasdaq SmallCap Market and our management's intention to seek
additional financing or renegotiate the terms of our Series B preferred stock.
Such statements reflect our current views and assumptions and are not guarantees
of future performance.  Factors that could cause actual results to differ
materially from the forward-looking statements include changes to the listing
standards, policies and procedures of the Nasdaq National Market or Nasdaq
SmallCap Market, the nature of our negotiations (if any) with the holders of our
Series B preferred stock, fluctuations in our general financial and operating
results, changes in our liquidity and capital resources, declines in the market
price of our common stock, changes in the capital markets, competition, and
general and industry-specific economic conditions.  For more information about
these and other risks that could affect our forward-looking statements, please
see our quarterly report on Form 10-Q for the quarter ended March 31, 2004,
annual report on Form 10-K for the year ended December 31, 2003 and other
filings we have made with the Securities and Exchange Commission.  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>

<B><P ALIGN="CENTER">Signature</P>
</B><P ALIGN="JUSTIFY">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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<P ALIGN="JUSTIFY">COMMERCE ONE, INC.</P>
<P ALIGN="JUSTIFY"> </P>
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<P ALIGN="JUSTIFY">Dated: May 20, 2004&#9;&#9;

<DIR>
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<DIR>
<DIR>
<U><P>/s/ Charles D. Boynton&#9;<BR>
</U>                    Charles D. Boynton<BR>
                   Chief Financial Officer </P>
</DIR>
</DIR>
</DIR>
</DIR>
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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": "04822646"}, "business-address": {"street1": "ONE MARKET, STEUART TOWER", "street2": "SUITE 1300", "city": "SAN FRANCISCO", "state": "CA", "zip": "94105", "phone": "415-644-8721"}, "former-company": {"former-conformed-name": "NEW COMMERCE ONE HOLDING INC", "date-changed": "20010108"}}
05202004 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
Date of Report (Date of earliest event reported):
May 20, 2004
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 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 5.	Other Events and Regulation FD
Disclosure.
Commerce One, Inc. is filing this Report on Form 8-K
to report that we do not currently meet the listing requirements of either
the Nasdaq National Market or Nasdaq SmallCap Market and to explain the possible
effects if our common stock were delisted from the Nasdaq National Market and
was unable to be listed on the Nasdaq SmallCap Market.  Except as described
below, this Report on Form 8-K does not purport to provide a general update
or discussion of any other developments at or affecting Commerce One.
Current Noncompliance with Listing Requirements of Nasdaq
National Market and Nasdaq SmallCap Market
Our common stock is currently listed on the Nasdaq
National Market.  As a result of the recent decline in our market
capitalization, our negative stockholders' equity and history of losses, we do
not currently meet the listing requirements of either the Nasdaq National Market
or the Nasdaq SmallCap Market.  Among other things, the Nasdaq National Market
continued listing requirements require listed companies to maintain either
stockholders' equity of at least $10 million or market capitalization of at
least $50 million.  For companies that are already listed on, or transfer to,
the Nasdaq SmallCap Market, stockholders' equity of at least $2.5 million or
market capitalization of at least $35 million is required.  As of March 31,
2004, we had negative stockholders' equity of ($5.5) million and as of May 20,
2004 our market capitalization had dropped to approximately $30.4 million.
Although we have not yet received a deficiency notice from
the Nasdaq National Market, we expect to in the near future.   Upon receipt of
Nasdaq's notice of deficiency, we will be afforded an opportunity to present the
Nasdaq staff with a definitive plan to cure our current deficiencies.  If the
Nasdaq staff does not find our proposed plan to be sufficiently definitive, they
will issue a notice of delisting.  Under the Nasdaq rules, we would then have an
opportunity to appeal the Nasdaq staff's delisting determination to a Nasdaq
Listing Qualifications Panel.  The Company's securities will remain listed
during the pendency of our appeal to the Listing Qualifications Panel.   We
cannot estimate with certainty how long this process will take.  Upon the
completion of this process, we may be delisted from the Nasdaq National Market
and be unable to list on the Nasdaq SmallCap Market.
We currently intend to seek to remain listed on the Nasdaq
National Market and/or Nasdaq SmallCap Market.  We plan to seek all appropriate
"grace periods" and opportunities for appeal under the applicable
rules to allow us time to again qualify under the applicable listing
requirements.  We also anticipate seeking additional financing to increase our
stockholders' equity.  It is also possible that our market capitalization will
increase to a sufficient level in the future.  There can be no assurance,
however, that we will be able to raise additional financing, realize an increase
in our market capitalization, or otherwise remain listed on either the Nasdaq
National Market or Nasdaq SmallCap Market.
If we are delisted from the Nasdaq National Market and are
unable to list on the Nasdaq SmallCap market, the holders of shares of Series B
preferred stock will have the right to require us to redeem their stock.  The
aggregate redemption price of these shares, as of March 31, 2004 was
$12,685,000.  We do not currently have sufficient capital resources to redeem
these shares.  As a result, if the Series B preferred stockholders sought to
redeem their shares, we would need to pursue various actions, such as seeking
additional financing, selling some or all of our assets, dramatically reducing
or discontinuing some or all of our operations, renegotiating the terms of the
Series B preferred stock, or potentially filing for bankruptcy protection.
We cannot assure you, however that we will be able to successfully
raise additional financing, renegotiate the terms of our preferred stock or
successfully take the other actions described above.  Further, even if we are
able to redeem our Series B preferred stock, we may not have sufficient
additional capital resources to continue our operations.  If we do file for
bankruptcy protection, there can be no assurance that we can effectively
reorganize under Chapter 11 of the Bankruptcy Code or that we would be able to
generate sufficient proceeds from a liquidation under Chapter 7 of the
Bankruptcy Code to pay all of our creditors or provide any proceeds to our
stockholders.
Delisting would also have other negative effects.  Delisting
would make our stock more difficult to trade, reduce its trading volume, and
further depress our stock price.  It could also weaken our ability to secure
financing in the capital markets, which could materially impact our business
operations and financial condition.
Forward-Looking Statements
Certain statements in this current report on Form 8-K
constitute forward-looking statements that involve a number of known and unknown
risks, uncertainties and other factors that may cause such forward-looking
statements not to be realized. These forward-looking statements, include, but
are not limited to, our efforts to remain listed on either the Nasdaq National
Market or Nasdaq SmallCap Market and our management's intention to seek
additional financing or renegotiate the terms of our Series B preferred stock.
Such statements reflect our current views and assumptions and are not guarantees
of future performance.  Factors that could cause actual results to differ
materially from the forward-looking statements include changes to the listing
standards, policies and procedures of the Nasdaq National Market or Nasdaq
SmallCap Market, the nature of our negotiations (if any) with the holders of our
Series B preferred stock, fluctuations in our general financial and operating
results, changes in our liquidity and capital resources, declines in the market
price of our common stock, changes in the capital markets, competition, and
general and industry-specific economic conditions.  For more information about
these and other risks that could affect our forward-looking statements, please
see our quarterly report on Form 10-Q for the quarter ended March 31, 2004,
annual report on Form 10-K for the year ended December 31, 2003 and other
filings we have made with the Securities and Exchange Commission.  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.
Signature
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.
Dated: May 20, 2004
/s/ Charles D. Boynton
Charles D. Boynton
Chief Financial Officer