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<TITLE>December 3 2004 8K DOC</TITLE>
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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"> December 2, 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>
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<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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<B><FONT SIZE=3><P>Item 8.01.&#9;Other Events</P>
</B></FONT><P>As disclosed in previous filings, Commerce One, Inc. is conducting
a sale of its assets in connection with its bankruptcy petition, filed in United
States Bankruptcy Court for the Northern District of California (the
&quot;Bankruptcy Court&quot;), Case Number 04-32820-DM-11.  The auction is being
conducted in two steps: an initial bid process open to the public followed by a
final auction among qualified bidders.  Bids were permitted on three different
aspects of our business.  They are (i) substantially all of our assets; (ii)
certain web services patents only; and (iii) substantially all of our assets
other than the web services patents.  On or before the deadline to submit
initial bids, which was December 2, 2004, we received initial bids from 8
parties.  We received 1 bid for substantially all of our assets, 8 bids for the
web services patents only, and 1 bid for substantially all of our assets other
than the web services patents (two of the parties submitted multiple bids).  All
of the current bids for the web services patents were $1.0 Million.  Pursuant to
our agreement with ComVest and subject to court approval, ComVest and its
affiliates have agreed to credit bid $4.1 Million in debt owed to it to purchase
substantially all of our remaining assets. </P>
<P>The final auction, at which the sale of our assets will take place (to be
conducted among bidders who have submitted qualified bids) is to occur at a
hearing before the Bankruptcy Court at 9:30 a.m., Pacific Time, on December 6,
2004.  At the hearing, all participating bidders will have the option of bidding
on substantially all of our assets even if their initial bids were for the
patents alone, or for the assets other than the patents.</P>
<P>As of December 2, 2004, we estimate that our total liabilities owed to our
creditors totaled approximately $9.7 million, including approximately $5.1
million owed to ComVest.  Our total liabilities will continue to increase over
time.  To the extent the sale of our assets at this hearing yields less than the
total liabilities owed to our creditors and/or the administrative costs
associated with the bankruptcy proceeding, there will be no amounts remaining to
be paid 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 expectations regarding the sale of our assets and
our inability to meet all of our debts and obligations. 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:
the level of interest in purchasing our assets; the sale price of our assets;
the extent of our liabilities from time to time;  potential objections to the
bidding process or the auction by third parties; the  decisions of the
Bankruptcy Court; other external factors, including economic, political and
other global conditions; and various other risks including, without limitation,
those discussed in Commerce One's filings with the Securities and Exchange
Commission, including its annual report on Form 10-K for the year ended December
31, 2003 and its 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. Commerce One 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=3 HEIGHT=15>
<B><FONT SIZE=3><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=3><P>/s/ Peter Seidenberg
<HR NOSHADE SIZE=3>
</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=3><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=3><P>Senior Vice President and Chief Financial Officer</FONT></TD>
</TR>
</TABLE>

<FONT SIZE=3><P>Date: December 3, 2004</P>


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December 3 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
December 2, 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 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
As disclosed in previous filings, Commerce One, Inc. is conducting
a sale of its assets in connection with its bankruptcy petition, filed in United
States Bankruptcy Court for the Northern District of California (the
"Bankruptcy Court"), Case Number 04-32820-DM-11.  The auction is being
conducted in two steps: an initial bid process open to the public followed by a
final auction among qualified bidders.  Bids were permitted on three different
aspects of our business.  They are (i) substantially all of our assets; (ii)
certain web services patents only; and (iii) substantially all of our assets
other than the web services patents.  On or before the deadline to submit
initial bids, which was December 2, 2004, we received initial bids from 8
parties.  We received 1 bid for substantially all of our assets, 8 bids for the
web services patents only, and 1 bid for substantially all of our assets other
than the web services patents (two of the parties submitted multiple bids).  All
of the current bids for the web services patents were $1.0 Million.  Pursuant to
our agreement with ComVest and subject to court approval, ComVest and its
affiliates have agreed to credit bid $4.1 Million in debt owed to it to purchase
substantially all of our remaining assets.
The final auction, at which the sale of our assets will take place (to be
conducted among bidders who have submitted qualified bids) is to occur at a
hearing before the Bankruptcy Court at 9:30 a.m., Pacific Time, on December 6,
2004.  At the hearing, all participating bidders will have the option of bidding
on substantially all of our assets even if their initial bids were for the
patents alone, or for the assets other than the patents.
As of December 2, 2004, we estimate that our total liabilities owed to our
creditors totaled approximately $9.7 million, including approximately $5.1
million owed to ComVest.  Our total liabilities will continue to increase over
time.  To the extent the sale of our assets at this hearing yields less than the
total liabilities owed to our creditors and/or the administrative costs
associated with the bankruptcy proceeding, there will be no amounts remaining to
be paid 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 expectations regarding the sale of our assets and
our inability to meet all of our debts and obligations. 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:
the level of interest in purchasing our assets; the sale price of our assets;
the extent of our liabilities from time to time;  potential objections to the
bidding process or the auction by third parties; the  decisions of the
Bankruptcy Court; other external factors, including economic, political and
other global conditions; and various other risks including, without limitation,
those discussed in Commerce One's filings with the Securities and Exchange
Commission, including its annual report on Form 10-K for the year ended December
31, 2003 and its 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. Commerce One 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.
COMMERCE ONE, INC.
/s/ Peter Seidenberg
Peter Seidenberg
Senior Vice President and Chief Financial Officer
Date: December 3, 2004