Prepared by MERRILL CORPORATION




 Exhibit 4.1  



	      Number

CMRC	 	Shares





  



	THIS CERTIFICATE IS TRANSFERABLE

IN BOSTON, MA OR NEW YORK, NY	 	 	 	 
	 	 	INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE	 	CUSIP 200693 10 9
	THIS CERTIFIES THAT	 	 	 	SEE REVERSE FOR CERTAIN DEFINITIONS AND A STATEMENT AS TO THE RIGHTS, PREFERENCES, PRIVILEGES AND RESTRICTIONS OF SHARES
	

IS THE OWNER OF	
 	

 	
 	

 
	

FULLY PAID AND NONASSESSABLE SHARES OF THE COMMON STOCK, $0.0001 PAR VALUE PER SHARE, OF





COMMERCE ONE, INC.  


transferable on the books of the Corporation in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate is
not valid until countersigned and registered by the Transfer Agent and Registrar. 


   WITNESS
the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. 


   Dated:




	/s/ ROBERT M. TARKOFF

VICE PRESIDENT, GENERAL COUNSEL

AND SECRETARY	 	[SEAL]	 	/s/ MARK B. HOFFMAN

CHAIRMAN OF THE BOARD,

CHIEF EXECUTIVE OFFICER AND PRESIDENT



COUNTERSIGNED AND REGISTERED

      BankBoston, N.A.

            TRANSFER AGENT AND REGISTRAR

BY /s/ [ILLEGIBLE]

                   AUTHORIZED SIGNATURE 





 COMMERCE ONE, INC.  


  A statement of the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and
the qualifications, limitations or restrictions of such preferences and/or rights as established, from time to time, by the Certificate of Incorporation of the Corporation and by any certificate of
determination, the number of shares constituting each class and series, and the designations thereof, may be obtained by the holder hereof upon request and without charge at the principal office of
the Corporation. 


  The
following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or
regulations: 



	TEN COM —	 	as tenants in common	 	UNIF GIFT MIN ACT —	 	 	 	Custodian	 	 
	TEN ENT —	 	as tenants by the entireties	 	 	 	
 (Cust)	 	 	 	
 (Minor)
	JT TEN —	 	as joint tenants with right of survivorship and not as tenants in common	 	 	 	under Uniform Gifts to Minors Act

 
 (State)
	 	 	 	 	UNIF TRF MIN ACT —	 	 
 (Cust)	 	Custodian	 	(until age              )
	 	 	 	 	 	 	 
 (Minor)	 	under Uniform Transfers
	 	 	 	 	 	 	to Minors Act	 	 
 (State)





Additional abbreviations may also be used though not in the above list. 


  FOR
VALUE RECEIVED,
                                         
                 hereby sell, assign and transfer unto 



	PLEASE INSERT SOCIAL SECURITY OR OTHER

IDENTIFYING NUMBER OF ASSIGNEE	 	 
	

	
 	

 
	

	
 	

 





	
 (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE OF ASSIGNEE)
	


	


	

 Shares of the common stock represented by the within Certificate, and do hereby irrevocably constitute and appoint
	

 Attorney to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises.







	Dated
	 	 	 	 
	

 	
 	

X	
 	

 

	 	 	X	 	 

	 	 	NOTICE:	 	THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.





THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN COMMERCE ONE, INC. AND FLEET NATIONAL BANK, AS THE
RIGHTS AGENT, DATED AS OF APRIL 18, 2001. (THE "RIGHTS AGREEMENT"), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE
OFFICES OF COMMERCE ONE, INC. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS
CERTIFICATE. COMMERCE ONE, INC. WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT WITHOUT CHARGE AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET
FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS
AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID.   



	

Signature(s) Guaranteed	
 	

 
	By	 	 
	 	 
	THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT
TO S.E.C. RULE 17ad-15.