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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"> October 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 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>

<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><P>Item  1.01.&#9;Entry into a Material Definitive Agreement</P>
</B><P>On October 6, 2004, we entered into an Asset Purchase Agreement with
Commerce Acquisition LLC (the &quot;Buyer&quot;), a Delaware limited liability
company and wholly-owned subsidiary of ComVest Investment Partners II LLC and
DCC Ventures, LLC (collectively, the &quot;Secured Creditors&quot;).  The
Secured Creditors became our secured creditors in connection with a $5 million
Note and Warrant Purchase Agreement entered into on December 31, 2003 pursuant
to which the Secured Creditors loaned us $5 million in return for a $5 million
promissory note, warrants to purchase our common stock and a security interest
in certain of our assets.</P>
<P>Under the Asset Purchase Agreement, we have agreed to sell substantially all
of our assets to the Buyer in exchange for (i) reduction of our debt to the
Secured Creditors from approximately $5.1 million in principal and interest to
$1 million; (ii) release of the Secured Creditors' liens on certain collateral;
(iii) permission to use the Secured Creditors' cash collateral, if any, during
our bankruptcy proceedings; and  (iv) an agreement to provide cash to fund
salaries of certain of our employees, to the extent necessary, during
bankruptcy.  </P>
<P>The consummation of the transactions contemplated by the Asset Purchase
Agreement is subject to approval of a bankruptcy court, satisfaction of various
closing conditions and other terms and conditions, all as more specifically set
forth in the Asset Purchase Agreement, attached hereto as Exhibit 2.1, which is
incorporated by reference herein.  The asset sale will be subject to a
competitive bidding process in which third parties will have the opportunity to
bid on the assets to be sold under the Asset Purchase Agreement.  An initial
competing bid must meet certain conditions set forth in the Asset Purchase
Agreement and must exceed Buyer's present bid and the court approved break-up
fee by at least $50,000.  In connection with seeking court approval of the sale,
we will request the Bankruptcy Court to approve a break-up fee of an amount
equal to $200,000 plus Buyer's reasonable out of pocket expenses up to
$200,000.</P>
<P>As of the closing of the transaction with Buyer, assuming no topping bid is
made, we expect that our liabilities will exceed our assets.  We anticipate that
proceeds from the asset sale will be insufficient to satisfy all of our debts
and obligations.  Consequently, it is highly unlikely that any amounts will be
paid to our preferred or common stockholders.</P>

<B><P>Item  1.03.&#9;Bankruptcy or Receivership</P>
</B><P>On October 6, 2004, we and Commerce One Operations, Inc., our
wholly-owned subsidiary, each filed voluntary petitions for relief under Chapter 11 of
the United States Bankruptcy Code (the &quot;Bankruptcy Code&quot;) in the
United States Bankruptcy Court for the Northern District of California
(&quot;Bankruptcy Court&quot;).  The cases are being administered under the
captions &quot;In re:&nbsp; Commerce One Inc.,&nbsp;Debtor" and "In
re:&nbsp;&nbsp;Commerce One Operations, Inc., a wholly-owned subsidiary of
Commerce One, Inc.,&nbsp;Debtor.&quot;  We will continue to operate our
businesses as a &quot;debtors-in-possession&quot; under the jurisdiction of the
Bankruptcy Court and in accordance with the applicable provisions of the
Bankruptcy Code and orders of the Bankruptcy Court.</P>
<B><P>Item  5.02.&#9;Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers</P>
</B><P>Effective upon the filing of the bankruptcy petition in the Bankruptcy
Court, Mark B. Hoffman resigned as our Chairman, Chief Executive Officer,
President and a director; and John Balen, Stewart Schuster and Alex Vieux
resigned as directors.</P>

<B><P>Item 8.01.&#9;Other Events</P>
</B><P>Our bankruptcy filing will likely trigger action by the Nasdaq National
Market to de-list our equity securities.  Immediately after filing for
bankruptcy, to the extent our common stock still trades, we expect it to trade
under the ticker symbol &quot;CMRCQ.&quot;  If we are de-listed, there may a
very limited market, or no market, in which our securities are traded and our
stockholders may find it difficult to sell their shares of our common stock.  As
a result of our bankruptcy filing and the potential de-listing of our securities
by the Nasdaq National Market, our holders of preferred stock may have a right
to redeem their shares.</P>

<B><P>Item 9.01.&#9;Financial Statements and Exhibits </P></B>

<DIR>

<P>(c) &nbsp; Exhibits</P>
<P>2.1 &nbsp;&nbsp; Asset Purchase Agreement by and between Commerce One, Inc. and
Commerce One Operations, Inc. as Seller; Commerce Acquisition LLC as Buyer; and
ComVest Investment Partners II LLC and DCC Ventures, LLC as Secured Creditors
for the limited purposes set forth therein, dated October 6, 2004</P>

</DIR>

<P> </P>
<P ALIGN="CENTER">*&#9;*&#9;*&#9;*&#9;*</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 efforts to sell all or
substantially all of our assets, our asset and liability positions following the
asset sale, our ability to continue to fund our operations, our inability to
meet all of our debts and obligations, the de-listing of our securities and the
lack of any active market for our securities. 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 close the asset sale in a timely fashion or at all; our ability to
meet the closing conditions in the Asset Purchase Agreement; receipt of
bankruptcy court approval of the sale of our assets and related matters;
constraints imposed by our limited capital; our ability to obtain sufficient
funds in the time period required in order to fund our ongoing operations; the
inability to collect our outstanding accounts receivable; the depressed market
for new technology investments; our ability to generate interest in our assets
in a sale context; actions taken by regulatory bodies that are out of our
control; various 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, our
quarterly report on Form 10-Q for the quarter ended June 30, 2004 and our
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>

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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>
<TABLE BORDER=0 CELLSPACING=1 WIDTH=614>
<TR><TD WIDTH="50%" VALIGN="TOP" HEIGHT=15><P></P></TD>
<TD WIDTH="50%" VALIGN="TOP" COLSPAN=3 HEIGHT=15>
<B><FONT SIZE=2><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=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=3 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=3 HEIGHT=15>
<FONT SIZE=2><P>Senior Vice President and Chief Financial Officer</FONT></TD>
</TR>
</TABLE>

<FONT SIZE=2><P>Date: October 6, 2004</P>

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<B><P ALIGN="CENTER">EXHIBIT INDEX</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>2.1</FONT></TD>
<TD WIDTH="80%" VALIGN="TOP">
<FONT SIZE=2><P><A HREF="exh2-1.htm">Asset Purchase Agreement by and between Commerce One, Inc. and
Commerce One Operations, Inc. as Seller; Commerce Acquisition LLC as Buyer; and
ComVest Investment Partners II LLC and DCC Ventures, LLC as Secured Creditors
for the limited purposes set forth therein, dated October 6, 2004</A>
&nbsp;&nbsp;&nbsp;&nbsp; <A HREF="exhibit2-1.pdf"><SUP> PDF </SUP></A>
</FONT></TD>
</TR>
</TABLE>

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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": "041069405"}, "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"}}
October 7 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
October 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 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)
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  1.01.	Entry into a Material Definitive Agreement
On October 6, 2004, we entered into an Asset Purchase Agreement with
Commerce Acquisition LLC (the "Buyer"), a Delaware limited liability
company and wholly-owned subsidiary of ComVest Investment Partners II LLC and
DCC Ventures, LLC (collectively, the "Secured Creditors").  The
Secured Creditors became our secured creditors in connection with a $5 million
Note and Warrant Purchase Agreement entered into on December 31, 2003 pursuant
to which the Secured Creditors loaned us $5 million in return for a $5 million
promissory note, warrants to purchase our common stock and a security interest
in certain of our assets.
Under the Asset Purchase Agreement, we have agreed to sell substantially all
of our assets to the Buyer in exchange for (i) reduction of our debt to the
Secured Creditors from approximately $5.1 million in principal and interest to
$1 million; (ii) release of the Secured Creditors' liens on certain collateral;
(iii) permission to use the Secured Creditors' cash collateral, if any, during
our bankruptcy proceedings; and  (iv) an agreement to provide cash to fund
salaries of certain of our employees, to the extent necessary, during
bankruptcy.
The consummation of the transactions contemplated by the Asset Purchase
Agreement is subject to approval of a bankruptcy court, satisfaction of various
closing conditions and other terms and conditions, all as more specifically set
forth in the Asset Purchase Agreement, attached hereto as Exhibit 2.1, which is
incorporated by reference herein.  The asset sale will be subject to a
competitive bidding process in which third parties will have the opportunity to
bid on the assets to be sold under the Asset Purchase Agreement.  An initial
competing bid must meet certain conditions set forth in the Asset Purchase
Agreement and must exceed Buyer's present bid and the court approved break-up
fee by at least $50,000.  In connection with seeking court approval of the sale,
we will request the Bankruptcy Court to approve a break-up fee of an amount
equal to $200,000 plus Buyer's reasonable out of pocket expenses up to
$200,000.
As of the closing of the transaction with Buyer, assuming no topping bid is
made, we expect that our liabilities will exceed our assets.  We anticipate that
proceeds from the asset sale will be insufficient to satisfy all of our debts
and obligations.  Consequently, it is highly unlikely that any amounts will be
paid to our preferred or common stockholders.
Item  1.03.	Bankruptcy or Receivership
On October 6, 2004, we and Commerce One Operations, Inc., our
wholly-owned subsidiary, each filed voluntary petitions for relief under Chapter 11 of
the United States Bankruptcy Code (the "Bankruptcy Code") in the
United States Bankruptcy Court for the Northern District of California
("Bankruptcy Court").  The cases are being administered under the
captions "In re:  Commerce One Inc., Debtor" and "In
re:  Commerce One Operations, Inc., a wholly-owned subsidiary of
Commerce One, Inc., Debtor."  We will continue to operate our
businesses as a "debtors-in-possession" under the jurisdiction of the
Bankruptcy Court and in accordance with the applicable provisions of the
Bankruptcy Code and orders of the Bankruptcy Court.
Item  5.02.	Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers
Effective upon the filing of the bankruptcy petition in the Bankruptcy
Court, Mark B. Hoffman resigned as our Chairman, Chief Executive Officer,
President and a director; and John Balen, Stewart Schuster and Alex Vieux
resigned as directors.
Item 8.01.	Other Events
Our bankruptcy filing will likely trigger action by the Nasdaq National
Market to de-list our equity securities.  Immediately after filing for
bankruptcy, to the extent our common stock still trades, we expect it to trade
under the ticker symbol "CMRCQ."  If we are de-listed, there may a
very limited market, or no market, in which our securities are traded and our
stockholders may find it difficult to sell their shares of our common stock.  As
a result of our bankruptcy filing and the potential de-listing of our securities
by the Nasdaq National Market, our holders of preferred stock may have a right
to redeem their shares.
Item 9.01.	Financial Statements and Exhibits
(c)   Exhibits
2.1    Asset Purchase Agreement by and between Commerce One, Inc. and
Commerce One Operations, Inc. as Seller; Commerce Acquisition LLC as Buyer; and
ComVest Investment Partners II LLC and DCC Ventures, LLC as Secured Creditors
for the limited purposes set forth therein, dated October 6, 2004
*	*	*	*	*
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 efforts to sell all or
substantially all of our assets, our asset and liability positions following the
asset sale, our ability to continue to fund our operations, our inability to
meet all of our debts and obligations, the de-listing of our securities and the
lack of any active market for our securities. 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 close the asset sale in a timely fashion or at all; our ability to
meet the closing conditions in the Asset Purchase Agreement; receipt of
bankruptcy court approval of the sale of our assets and related matters;
constraints imposed by our limited capital; our ability to obtain sufficient
funds in the time period required in order to fund our ongoing operations; the
inability to collect our outstanding accounts receivable; the depressed market
for new technology investments; our ability to generate interest in our assets
in a sale context; actions taken by regulatory bodies that are out of our
control; various 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, our
quarterly report on Form 10-Q for the quarter ended June 30, 2004 and our
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.
COMMERCE ONE, INC.
/s/ Peter Seidenberg
Peter Seidenberg
Senior Vice President and Chief Financial Officer
Date: October 6, 2004
EXHIBIT INDEX
Exhibit No.
Description
2.1
Asset Purchase Agreement by and between Commerce One, Inc. and
Commerce One Operations, Inc. as Seller; Commerce Acquisition LLC as Buyer; and
ComVest Investment Partners II LLC and DCC Ventures, LLC as Secured Creditors
for the limited purposes set forth therein, dated October 6, 2004
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