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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 10, 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>
</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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<B><P>Item 1.01. &nbsp;&nbsp; Entry Into a Material Definitive Agreement</P></B>


<B><P>Item 2.01. &nbsp;&nbsp; Completion of Acquisition or Disposition of Assets</P>
</B><P>On December 10, 2004, Commerce One, Inc. and its wholly-owned subsidiary,
Commerce One Operations, Inc., closed the sales of their web service patents to
JGR Acquisition, Inc. (&quot;JGR&quot;) and substantially all of their remaining
assets to Commerce Acquisition LLC, an affiliate of ComVest.  The sale of our
web service patents to JGR for $15.5 million was made pursuant to a patent
purchase agreement, which is attached hereto as Exhibit 10.1.  JGR also entered
into a patent license agreement with Commerce One Operations, Inc., attached
hereto as Exhibit 10.2, which agreement was assigned to Commerce Acquisition LLC
in connection with the sale of substantially all of our remaining assets to
Commerce Acquisition LLC for $4.1 million, which was a credit of a portion of
debt we owed to ComVest.  We expect to wind down our operations in the near
future.   </P>
<P>As of December 10, 2004, after the closing of the asset sales, we estimate
that our total liabilities owed to our creditors totaled approximately $7.1
million, including approximately $1.0 million that will remain owed to ComVest.
Our estimated liabilities are subject to upward adjustment for the ongoing costs
of administration in the Chapter 11 case, claims resulting from termination of
leases and contracts, and unanticipated claims filed by creditors in accordance
with the bankruptcy laws governing our Chapter 11 case.  Based on the amounts we
received from our asset sales, we currently expect to be able to cover the
liabilities owed to our creditors and the administrative and other costs
associated with the bankruptcy proceeding.  Amounts remaining after making such
payments to our creditors will be paid to our stockholders.</P>

<B><P>Item 5.02. &nbsp;&nbsp; Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers</P>

</B><P>Effective upon the closing of the asset sales, our remaining directors,
Jack Acosta, Ken Gardner and Irv Lichtenwald, resigned from our board of
directors.</P>

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

</B><P>(c) Exhibits </P>
<P>10.1 &nbsp;&nbsp;  <A HREF="exh10-1.htm">Patent Purchase Agreement, dated December 10, 2004, by and
between JGR Acquisition, Inc. and Commerce One Operations, Inc. </A>
&nbsp;&nbsp;&nbsp;&nbsp; <A HREF="exhibit10-1.pdf"><SUP> PDF </SUP></A></P>

<P>10.2 &nbsp;&nbsp; <A HREF="exh10-2.htm">Patent License Agreement, dated December 10, 2004, by and between JGR
Acquisition, Inc. and Commerce One Operations, Inc.</A>
&nbsp;&nbsp;&nbsp;&nbsp; <A HREF="exhibit10-2.pdf"><SUP> PDF </SUP></A></P>

</DIR>
</DIR>
<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 the size of our debts and obligations, our ability
to meet all of our debts and obligations, and our plan to wind down our
operations. 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 potential for our
liabilities to increase and for further claims to be made against us; 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>


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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>
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<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>
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<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 13, 2004</P>


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December 13 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 10, 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 1.01.    Entry Into a Material Definitive Agreement
Item 2.01.    Completion of Acquisition or Disposition of Assets
On December 10, 2004, Commerce One, Inc. and its wholly-owned subsidiary,
Commerce One Operations, Inc., closed the sales of their web service patents to
JGR Acquisition, Inc. ("JGR") and substantially all of their remaining
assets to Commerce Acquisition LLC, an affiliate of ComVest.  The sale of our
web service patents to JGR for $15.5 million was made pursuant to a patent
purchase agreement, which is attached hereto as Exhibit 10.1.  JGR also entered
into a patent license agreement with Commerce One Operations, Inc., attached
hereto as Exhibit 10.2, which agreement was assigned to Commerce Acquisition LLC
in connection with the sale of substantially all of our remaining assets to
Commerce Acquisition LLC for $4.1 million, which was a credit of a portion of
debt we owed to ComVest.  We expect to wind down our operations in the near
future.
As of December 10, 2004, after the closing of the asset sales, we estimate
that our total liabilities owed to our creditors totaled approximately $7.1
million, including approximately $1.0 million that will remain owed to ComVest.
Our estimated liabilities are subject to upward adjustment for the ongoing costs
of administration in the Chapter 11 case, claims resulting from termination of
leases and contracts, and unanticipated claims filed by creditors in accordance
with the bankruptcy laws governing our Chapter 11 case.  Based on the amounts we
received from our asset sales, we currently expect to be able to cover the
liabilities owed to our creditors and the administrative and other costs
associated with the bankruptcy proceeding.  Amounts remaining after making such
payments to our creditors will be paid to our stockholders.
Item 5.02.    Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers
Effective upon the closing of the asset sales, our remaining directors,
Jack Acosta, Ken Gardner and Irv Lichtenwald, resigned from our board of
directors.
Item 9.01.    	Financial Statements and Exhibits
(c) Exhibits
10.1
Patent Purchase Agreement, dated December 10, 2004, by and
between JGR Acquisition, Inc. and Commerce One Operations, Inc.
PDF
10.2
Patent License Agreement, dated December 10, 2004, by and between JGR
Acquisition, Inc. and Commerce One Operations, Inc.
PDF
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 the size of our debts and obligations, our ability
to meet all of our debts and obligations, and our plan to wind down our
operations. 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 potential for our
liabilities to increase and for further claims to be made against us; 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 13, 2004