UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

---

FORM 10-K/AAmendment No. 1

---

(MARK ONE)
[X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2003

OR

[   ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM ___________ TO  _____________

Commission file number 000-32979



COMMERCE ONE, INC.



|Delaware                                                       | 94-3392885                             
|-------------------------------------------------------------- | ---------------------------------------
|(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number)

One Market, Steuart Tower
                                        Suite 1300
San Francisco, CA  94105

(415) 644-8700

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:Common Stock, $0.0001 par value (title of class)



Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (subsection 229.405 of this chapter) is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K, or
any amendment to this Form 10-K.

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act).  Yes

The aggregate market value of voting stock held by non-affiliates of the
registrant as of June 30, 2003 was $71,855,923 based upon the last sales price
reported for such date on The Nasdaq Stock Market's National Market. For
purposes of this disclosure, shares of Common Stock held by persons who hold
more than 5% of the outstanding shares of Common Stock and shares held by
officers and directors of the registrant, have been excluded in that such
persons may be deemed to be affiliates. This determination is not necessarily
conclusive.

As of April 15, 2004, there were 36,661,038 shares of the registrant's Common
Stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.









EXPLANATORY NOTE

This Amendment No. 1 to the Registrant's Annual Report on Form 10-K for
the fiscal year ended December 31, 2003 is being filed in order to submit the
information required to be included in Part III thereof within the period
required by General Instruction G(3) to Form 10-K.  The Registrant will also
include this information in its proxy statement for its 2004 Annual Meeting of
Stockholders.   Additionally, this Amendment No. 1 is being filed to amend the
exhibit index previously provided in Part IV, Item 15(a)(3) and following the
signature page thereof.

PART III

Item 10.  Directors and Executive Officers of the Registrant.

The following sets forth certain biographical information regarding each
of our Directors and Executive Officers as of April 15, 2004.

Directors

|Name               | Age | Position with the Company                     | Director Since
|------------------ | --- | --------------------------------------------- | --------------
|Mark B. Hoffman    | 57  | Chairman, Chief Executive Officer & President | December 1996 
|Jack Acosta        | 56  | Director                                      | October 2002  
|John Balen         | 43  | Director                                      | December 1996 
|Kenneth C. Gardner | 53  | Director                                      | September 1996
|Irv Lichtenwald    | 48  | Director                                      | January 2003  
|Toshimune Okihara  | 49  | Director                                      | July 2001     
|Stewart Schuster   | 58  | Director                                      | April 2003    
|Alex Vieux         | 46  | Director                                      | January 2002  

Mark B. Hoffman has served as the Chairman and Chief Executive Officer
of Commerce One since 1996 and also holds the position of President.  Prior to
joining Commerce One, Mr. Hoffman was President, Chief Executive Officer and
Chairman of Sybase, Inc., which he co-founded in 1984.  Mr. Hoffman's experience
before founding Sybase includes management positions at Britton Lee, a
manufacturer of database machines, and at Amdahl Corporation.  Mr. Hoffman
currently serves on the board of directors of Intraware, Inc.  He earned a B.S.
in Engineering from the U. S. Military Academy at West Point and an M.B.A. from
the University of Arizona.

Jack Acosta has served as a member of the Commerce One Board of
Directors since October 2002.  Mr. Acosta retired in September 2001 from Portal
Software, Inc., where he had served as Chief Financial Officer, Vice President,
Finance and Secretary since February 1999.  From July 1996 to January 1999, Mr.
Acosta served as Executive Vice President and Chief Financial Officer for
Sybase, Inc.  From December 1994 until July 1996, Mr. Acosta served as Vice
President, Engineering Services, Integration and Business Management of Sybase.
From March 1993 until December 1994, he served as President, Chief Operating
Officer and a Director of Tanon Manufacturing, Inc., a manufacturing and
engineering-services company.  Prior to March 1993, Mr. Acosta held various
positions at Ungermann-Bass Inc., Atari, Inc., Diablo Systems, Inc. and Ford
Motor Company.  In addition to being on the Board of Directors for Commerce One,
Mr. Acosta also serves as a director of Sumtotal, Inc. (formerly Docent, Inc.), a publicly traded software
company.  Mr. Acosta earned a B.S. in Industrial Relations and a Master's degree
in Management Sciences from California State University at Hayward.

John V. Balen has served as a member of the Commerce One Board of
Directors since December 1996.  In 1995, Mr. Balen joined Canaan Partners, a
national venture capital investment firm, where he is currently a general
partner.  From June 1985 to June 1995, Mr. Balen served as a managing director
of Horsley Bridge Partners, a private equity investment management firm.  Mr.
Balen currently serves on the board of directors of  Intraware, Inc. and several
privately held companies.  Mr. Balen earned a B.S. in Electrical Engineering and
an M.B.A. from Cornell University.

Kenneth C. Gardner has served as a member of the Commerce One Board of
Directors since September 1996.  Mr. Gardner has served as Chairman and Chief
Executive Officer of Iteration Software, Inc. since February 2002.  Previously,
Mr. Gardner founded Sagent Technology, Inc. in June of 1995, serving as the
Chief Executive Officer and President until August 2000, and Chairman of the
Board until December 2001.  Prior to his tenure at Sagent, Mr. Gardner served as
Vice President of Products at Borland International from April 1994 to June
1995.  Mr. Gardner earned a B.S. in Finance from the University of
Louisville.

Irv H. Lichtenwald has served as a member of the Commerce One Board of
Directors since January 2003.  Mr. Lichtenwald retired in March 2003 as the
Chief Financial Officer of Advent Software, Inc., a position he had held since
March 1995.  From February 1984 to March 1995, Mr. Lichtenwald served as Chief
Financial Officer of Trinzic Corporation, a computer software developer, and its
predecessor Aion Corporation.  From February 1982 to February 1984, he served as
controller of Visicorp, a computer software developer.  Mr. Lichtenwald also
serves as a director for Sagent Technology, Inc.  Mr. Lichtenwald earned an
M.B.A. from the University of Chicago and a B.B.A from Saginaw Valley State
College.

Toshimune Okihara has served as a member of the Commerce One Board of
Directors since July 2001.  Mr. Okihara has served as the Executive Manager at
NTT Communications Corporation's Solution Business Division, Manufacturing &
Supply Chain Sales Department, since October 2001.  NTT Communications provides
domestic and international telecommunications services.  From July 2000 to
October 2001, Mr. Okihara served as the Executive Manager of NTT's Solution
Business Division, Information Sharing Business Sales Department.  From July
1999 to July 2000, he worked as the Senior Manager of that same division.  Mr.
Okihara was the Senior Manager in the System Engineering Department of NTT from
August 1993 to July 1999, and he began his career at NTT in 1991 when he joined
the organization as the Senior Manager of the NTT Kansai Branch, General Affairs
Department.  From 1979 through 1991, Mr. Okihara worked for Nippon Telegraph and
Telephone Corporation in various positions, including Head Engineer.  He earned
a B.S. in Electrical Engineering and a M.S. degree in System Engineering from
Hiroshima University in Japan.

Stewart Schuster has served as a member of the Commerce One Board of
Directors since April 2003.  Mr. Schuster has been a general partner at Novus
Ventures, a venture capital firm, since May 2002.  He also has served as a
venture partner at Brentwood Venture Capital since December 1995, specializing
in enterprise software. Prior to joining Brentwood Capital, Mr. Schuster was
Vice President and then  Executive Vice President of marketing at Sybase, Inc.
from August 1986 to July 1995.  Prior to 1986, Mr. Schuster held executive
positions at Ingres and Panoramic, and technical and marketing-management
positions at Tandem Computers and Intel.   Mr. Schuster earned his Bachelor's
degree in Applied Mathematics and Computer Science from Washington University,
St. Louis and a Master's in Mathematics and a Ph.D. in Computer Science from the
University of Illinois, Champaign-Urbana.

Alex S. Vieux has served as a member of the Commerce One Board of
Directors since January 2002.  Mr. Vieux is the founder of DASAR, an
international technology company, where he has been Chairman and Chief Executive
Officer since 1990.  In 1985, he took a position as the U.S. business
correspondent for the French daily, Le Monde, and has authored more than 300
articles profiling the high-tech industry in Silicon Valley.  Mr. Vieux started
his career at Andersen Consulting (now Accenture), implementing information
systems from December 1982 to September 1985.    As an entrepreneur, Mr. Vieux
co-founded CATS Software and Renaissance Software, firms focusing on the banking
industry.  Mr. Vieux is a director of several international public companies,
including Computer Associates International, Inc., BVRP Software Group, Check
Point Software Technologies, Ltd., Korea Thrunet Co. Ltd., Daum Communications
Corp., and Madge Networks N.V.  He is a graduate of the Institute d'Etudes
Politiques and the French business school HEC and earned a law degree from the
Universite de Paris and an M.B.A. from Stanford University, where he was a
Fulbright Scholar.

Executive Officers and Other Key Employees

The following persons were executive officers or key employees of
Commerce One as of April 15, 2004:

|Name              | Age | Position with the Company                                                 
|----------------- | --- | --------------------------------------------------------------------------
|Mark B. Hoffman   | 57  | Chairman, Chief Executive Officer & President                             
|Wain Beard        | 47  | Senior Vice President, Worldwide Sales                                    
|Charles Boynton   | 36  | Senior Vice President, Chief Financial Officer                            
|Beth A. Frensilli | 37  | Senior Vice President, General Counsel &
Secretary                        
|Todd Hagen        | 44  | Chief Financial Officer Elect (will become interim CFO as of May
15, 2004)
|Meichun Hsu       | 49  | Senior Vice President, Engineering                                        
|Ed Mueller        | 46  | Senior Vice President, Marketing                                          
|Mark Pecoraro     | 40  | General Manager and Senior Vice President, SRM                            

Wain Beard  is Senior Vice President of Worldwide Sales, joining
Commerce One in February 2004.  Mr. Beard was previously with Sybase, Inc. from
October 2001 through February 2004, serving as Senior Vice President and General
Manager of the America's, and from August 1987 through February 2000 in various
positions including Vice President and General Manager of Intercontinental
Operations from 1995-2000.  Mr. Beard also served as Vice President of
Intercontinental Sales for Riversoft, Inc. from February 2001 to August 2001,
Vice President of Worldwide Sales for Net Acumen from July 2000 through February
2001, and as Vice President, International Sales for Versata, Inc. from February
2000 through May 2000.  Mr. Beard's  previous experience includes serving as a
district manager for Oracle Corporation from June 1986 to July 1987 and
performing various sales and marketing positions at IBM from 1986 to 1989.  Mr.
Beard earned a B.S. in Business Administration from the University of San
Francisco.

Charles Boynton joined Commerce One in November 1999 as the Director of
Financial Planning and Analysis.  He was promoted to Corporate Controller and
Vice President of Finance in 2001, and became Chief Financial Officer in June
2002.  Prior to joining Commerce One, Mr. Boynton held a number of senior
finance positions at Kraft Foods, Inc. from 1995 to 1998.  Prior to his tenure
at Kraft Foods, Inc., Mr. Boynton's experience included management positions in
the technology practice at Grant Thornton from 1991 to 1995.  Mr. Boynton is a
certified public accountant and earned an M.B.A. from Northwestern University's
Kellogg School of Management as well as a Bachelor's degree in Accounting from
Indiana University's Kelley School of Business.  Mr. Boynton will be leaving
Commerce One on May 15, 2004.

Beth A. Frensilli joined Commerce One in August 2001 as Senior Vice
President, General Counsel and Secretary.  Ms. Frensilli joined Commerce One
after serving as Vice President & General Counsel of Scient, an e-business
consulting services company, where she was in charge of the company's global
legal operations from February 1999 until joining Commerce One.  Prior to
Scient, she was an attorney in private practice with several law firms,
including Gunderson Dettmer Stough Franklin Villeneuve & Hachigian and
Hancock, Rothert & Bunshoft.  Ms. Frensilli received her J.D. degree in 1991
from George Washington University National Law Center in Washington, D.C., where
she graduated as a member of the Order of the Coif and was a member of the
George Washington University National Law Center Law Review.

Todd Hagen will act as our interim Chief Financial Officer as of May
15, 2004 while we conduct our search for a permanent successor to Charles
Boynton, who will be leaving on May 15, 2004.  Mr. Hagen has been a Consulting
Chief Financial Officer with the Financial Services Division of David Powell
Inc. since September 2001.  Previously, Mr. Hagen was Chief Financial Officer of
Symmetry Communications, a 3G wireless company, from October 2000 to August
2001.  In addition, Mr. Hagen was Chief Financial Officer at Salon Media Group
from April 1999 to July 2001 and was responsible for their initial public
offering.  He also has been the Chief Financial Officer of the public companies
Hypermedia Communications, Inc. and Worldtalk Communications Corp.

Meichun Hsu joined Commerce One in April 2001 as Vice President of
Engineering.  Prior to joining Commerce One in 2001, Ms. Hsu served as a
Department Manager at Hewlett-Packard Company from June 1997 to April 2001.  She
also held senior engineering and management positions at Electronic Data
Systems, Inc. (now A.T. Kearney, Inc.) and Digital Equipment Corporation.  Ms.
Hsu has authored numerous publications about database systems, transaction
processing, workflow and business process management systems, and data mining
technologies, and, in September 2001, received the VLDB Ten-Year Paper Award in
recognition for her work in Long-Running Transactions, published in 1991.  Ms.
Hsu was a member of Computer Science Faculty at Harvard University, where she
earned the Phi Beta Kappa Teaching Award in 1990.  Ms. Hsu earned a B.A. from
National Taiwan University, an M.S. from University of Massachusetts at Amherst,
and a Ph.D. in Management Information Systems from Massachusetts Institute of
Technology.

Ed Mueller joinedCommerce One in March 2004 as Senior Vice
President of Marketing.  Before joining Commerce One, beginning in September
2001, Mr. Mueller managed his own strategic marketing consulting practice
focusing on fund raising, go-to-market strategies, and lead- generation programs
for enterprise application and infrastructure software clients.  Mr. Mueller
also co-founded ShortCycles, Inc., a pioneer in the Sales Effectiveness
Management (SEM) category and served as its President and CEO from September
1998 to February 2001.  Prior to his tenure at ShortCycles, Mueller held senior
management roles at db-Centric, TCSI, Interactive Development Environments
(IDE), IBM, and ROLM.  Mr. Mueller earned a B.S. in Industrial and Operations
Engineering from the University of Michigan and an M.B.A. from the University of
Chicago, with an emphasis in finance and marketing.

Mark Pecoraro joined Commerce One in March 2001 as Vice President of
Services and in May 2002 was promoted to Senior Vice President, Global Customer
Services.  In April 2004, Mr. Pecoraro became General Manager and Senior Vice
President of SRM.  Prior to joining Commerce One, Mr. Pecoraro was President and
CEO of SuccessFactors, a leading provider of workforce management software from
January 1998 to December 2000, and Vice President of Customer Solutions and
Engineering at SuccessFactors from January 1996 to January 1998.  Prior to his
experience at SuccessFactors, Mr. Pecoraro held a variety of positions at
Sybase, Inc. from May 1988 to January 1996.  Mr. Pecoraro earned a B.A. from the
University of California at Santa Barbara.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities and Exchange Act of 1934 requires our
officers and directors, and persons who own more than ten percent (10%) of a
registered class of our common stock to file certain reports with the SEC
regarding ownership of, and transactions in, our securities.  Such officers,
directors, and 10% stockholders are also required to furnish us with copies of
all Section 16(a) forms that they file.

Based solely on our review of the filings made by our officers, directors and
10% stockholders, we believe that all required Section 16(a) filings were made
on a timely basis in 2003.

Code of Conduct

We have an established Code of Conduct that is intended to serve as a set
of guiding principles to promote integrity and compliance with the law in the
conduct of our business.  The Code of Conduct applies to all directors,
officers and employees, including the Chief Executive Officer, the Chief
Financial Officer, the Controller and any other employee with responsibility for
the preparation and filing of documents with the Securities and Exchange
Commission. A copy of our Code of Conduct may be obtained from the Company by
sending a written request to Commerce One, attention Corporate Secretary, One
Market Street, Steuart Tower, Suite 1300, San Francisco, CA 94105.  The Code of
Conduct also will be available on our website at www.commerceone.com on
or before May 4, 2004.

Stockholder Recommendations and Nominations Policy

On March 18, 2004, we adopted a Stockholder Recommendations and
Nominations Policy that governs our consideration of stockholder recommendations
and nominations of prospective board members.  Under the policy, our Nominating
and Governance Committee will consider the recommendations of stockholders who,
prior to making the recommendation, have held no less than 1,000 shares of our
stock for a continuous twelve-month period. Stockholder recommendations must be
submitted in writing to Commerce One, Inc., Attn: Corporate Secretary, One
Market Street, Steuart Tower, Suite 1300, San Francisco, California 94105, and
must include certain prescribed information, including the proposed candidate's
personal and business information, the class and number of Company securities
he/she owns, and a description of the proposed candidate's relationships with
the Company. Recommendations must also be accompanied by personal references,
including a supporting statement from the recommending stockholder regarding a
proposed candidate's character and judgment.

A stockholder who instead desires to nominate a person directly for election
to the Board of Directors must meet the deadlines and other requirements set
forth in Section 2.2 of our Bylaws and Rule 14a-8 promulgated under the
Securities Exchange Act of 1934, as amended.  A copy of our Stockholder
Recommendations and Nominations Policy is available on our website at
www.commerceone.com and provides further detail about the information that
recommending stockholders must provide and the criteria that our Nominating and
Governance Committee will consider when assessing the suitability of any
potential candidates for membership on the Board of Directors.

Audit Committee

Our Audit Committee oversees our financial, reporting and accounting
processes, our system of financial controls, and the selection, review, and
performance of our independent auditors, including the pre-approval of all audit
and non-audit related fees and services.  The members of our Audit Committee are
Messrs. Acosta, Gardner and Lichtenwald.  We believe that each member of the
Audit Committee meets the criteria for independence under applicable law and the
rules of the Securities and Exchange Commission, and that each is an independent
director within the meaning of the applicable Nasdaq listing standards.  In
addition, our Board of Directors has determined that both Mr. Acosta and Mr.
Lichtenwald are "Audit Committee Financial Experts" as that term is
defined in Item 401(h) of Regulation S-K of the Securities Exchange Act of 1934,
and also qualify as financially sophisticated under applicable Nasdaq listing
standards.

Item 11.  Executive Compensation

The table below shows, for the last three fiscal years, compensation
information for the Company's Chief Executive Officer and the next four most
highly compensated executive officers, whose total annual salary and bonus
exceeded $100,000 in 2003. Mr. Hayden, whose compensation information also is
included, would have been in this group except for his departure from the
Company in August 2003.  Mr. Singh, who was an executive officer throughout
2003, left the Company in February 2004.  We refer to all of these individuals
as the "Named Officers."  This table and all other tables in this Item 11 have
been adjusted for our 1:10 reverse stock split on September 16, 2002.

EXECUTIVE COMPENSATION

Summary Compensation Table

|                              |             |              |             | Long-Term
Compensation Awards |                       
|----------------------------- | ----------- | ------------ | ----------- | ----------------------------- | ----------------------
|Name and Principal
Position   | Fiscal Year | Salary       | Bonus       | Securities
Underlying Options | All Other Compensation
|Mark B. Hoffman,              | 2003        | $286,250     | --          | 600,000                       | $4,798 (6)            
|Chairman, President & Chief   | 2002        | $268,000     | --          | 231,260                       | $1,548 (1)            
|Executive Officer             | 2001        | $398,485     | $30,000     | 325,000                       | --                    
|                              |             |              |             |                               |                       
|Charles Boynton,              | 2003        | $209,916     | --          | 147,500                       | $889 (6)              
|Senior Vice President,        |             |              |             |                               | $195 (7)              
|Chief Financial Officer       | 2002        | $205,109     | $2,652      | 88,760                        | $2,726 (1)            
|                              | 2001        | --           | --          | --                            | --                    
|                              |             |              |             |                               |                       
|Andrew Hayden,                | 2003        | $175,818 (8) | $219,000    | 122,500                       | $1,577 (6)            
|former Senior Vice President, |             |              |             |                               | $509 (7)              
|Global Services, Americas     | 2002        | $240,000     | --          | 81,260                        | $7,799 (2)            
|                              |             |              |             |                               | $3,513 (1)            
|                              | 2001        | $212,500     | $38,625     | 14,000                        | --                    
|                              |             |              |             |                               |                       
|Kip Quackenbush,              | 2003        | $200,375     | $41,848 (3) | 122,500                       | $1,345 (6)            
|former Senior Vice President, |             |              |             |                               | $82.35 (7)            
|Worldwide Sales               | 2002        | $186,433     | $26,250 (3) | 84,160                        | $1,082 (1)            
|                              |             |              | $2,600      |                               |                       
|                              | 2001        | --           | --          | --                            | --                    
|                              |             |              |             |                               |                       
|Narry Singh,                  | 2003        | $238,542     | $31,250     | 147,500                       | $59,987 (4)           
|former Chief Strategy/        |             |              |             |                               | $7,727 (5)            
|Marketing Officer             |             |              |             |                               | $1,004 (6)            
|                              | 2002        | $111,111     | $31,250     | --                            | $30,827 (5)           
|                              |             |              |             |                               | $223 (6)              
|                              | 2001        | --           | --          | --                            | --                    

(1)	Includes imputed income
associated with disability-insurance payments and 401(k) company matching
contributions.

(2)	Represents relocation expenses for Mr. Hayden.

(3)   Represents sales commissions earned by
Mr. Quackenbush.

(4)   Represents relocation expenses for Mr. Singh.

(5)   Represents imputed income based on the value of housing
provided to Mr. Singh.

(6)   Includes premiums paid for individual disability insurance premiums and
imputed income for group term life insurance.

(7)   Represents value of restricted stock issued on May 15, 2002.

(8)   Includes a $36,000 severance payment.

Option Grants in Last Fiscal Year

The table below shows stock option grants to the Named
Officers during 2003.

|                | Number of Securities Underlying Options
Granted | % of Total Options Granted to Employees in
Fiscal | Exercise Price    | Market Price on Date of | Expiration              | Potential Realizable Value 
at Assumed Annual Rates 
of Stock Price Appreciation 
for Option Term(1)
|--------------- | ----------------------------------------------- | ------------------------------------------------- | ----------------- | ----------------------- | ----------------------- | ----------------------------------------------------------------------------------------------------
|Name            | (#)                                             | Year                                              | ($/SH)            | Grant ($/SH)            | Date                    | 5%                                                                                                  
|Mark B. Hoffman | 60,000
140,000
400,000                          | 1.4708
3.4318
9.8052                              | $1.63
$1.63
$2.71 | $1.63
$1.63
$2.71       | 2/25/13
2/25/13
7/15/13 | $	61,505
	$	143,513
	$	681,721                                                                      
|Charles Boynton | 12,500
60,000
75,000                            | .3064
1.4708
1.8385                               | $1.63
$1.63
$2.71 | $1.63
$1.63
$2.71       | 2/25/13
2/25/13
7/15/13 | $	12,813
	$	61,505
	$	127,822                                                                       
|Andrew Hayden   | 12,500
60,000
50,000                            | .3064
1.4708
1.2257                               | $1.63
$1.63
$2.71 | $1.63
$1.63
$2.71       | 2/25/13
2/25/13
7/15/13 | $	12,813
$	61,505
$	85,215                                                                          
|Kip Quackenbush | 12,500
60,000
50,000                            | .3064
1.4708
1.2257                               | $1.63
$1.63
$2.71 | $1.63
$1.63
$2.71       | 2/25/13
2/25/13
7/15/13 | $	12,813
	$	61,505
$	85,215                                                                         
|Narry Singh     | 12,500
60,000
75,000                            | .3064
1.4708
1.8385                               | $1.63
$1.63
$2.71 | $1.63
$1.63
$2.71       | 2/25/13
2/25/13
7/15/13 | $	12,813
	$	61,505
	$	127,822                                                                       

(1) SEC regulations direct us to use a 5% and 10% assumed
rate of appreciation over the ten-year option term. This does not represent our
estimate or projection of the Company's future common stock price. If our common
stock does not appreciate above the exercise price of the option, the Named
Officers will receive no benefit from the options.

Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option
Values

The table below shows stock option exercises during 2003 and the value of
unexercised in-the-money stock options held by the Named Officers on
December 31, 2003.

|                | Shares Acquired on Exercise | Value Realized | Number of Unexercised 
Vested Options Held at 
December 31, 2003 | Value of Unexercised 
In-The-Money Options at December 31, 2003(1)
|--------------- | --------------------------- | -------------- | ---------------------------------------------------------------- | ------------------------------------------------------------------
|Name            | (#)                         | (2)            | Exercisable(#)                                                   | Unexercisable(#)                                                  
|Mark B. Hoffman | -                           | -              | 486,295                                                          | 711,165                                                           
|Charles Boynton | -                           | -              | 77,281                                                           | 169,811                                                           
|Andrew Hayden   | 15,104                      | $10,996.13     | 0                                                                | 0                                                                 
|Narry Singh     | -                           | -              | 57,606                                                           | 166,154                                                           
|Kip Quackenbush | -                           | -              | 62,772                                                           | 147,499                                                           

(1)	The value of the unexercised in-the-money options is
based on the closing price of $1.27 of the Company's common stock, as reported
on the NASDAQ National Market, on December 31, 2003 and is net of the
exercise price of such options. The amounts in this column may not represent
amounts actually realizable by the Named Officers.

(2)	The value realized on stock option exercises represents the difference
between the grant price of the options exercised and the market price of the
underlying shares of common stock as of the date of exercise, multiplied by the
number of options exercised.

Employment Arrangements

We have entered into change-of-control severance agreements with its
executive officers and key employees.  The agreements provide that if there is a
change of control of Commerce One, and any executive officer or key employee is
involuntarily terminated without cause within eighteen months following the
change of control or the announcement of such change of control, we will provide
the following to the affected executive officer or key employee:

- a cash payment equal to 100% of his or her annual
compensation plus the full target bonus for the year;
- 100% of his or her health, dental and life insurance,
including benefits paid to any dependents, through the earlier of twelve months
from the date of his or her termination or the date he or she first becomes
covered by another employer's group health, dental or life insurance plans
providing comparable benefits and coverage; and
- full acceleration of all unvested stock
options

Under our stock-option plans, all outstanding options that are not assumed or
substituted in a change-of-control merger or asset sale will vest and become
exercisable in full.

Compensation Committee Interlocks and Insider Participation

The Compensation Committee of our board of directors is presently
composed of Messrs. Gardner, Lichtenwald and Vieux.  Mr. Gardner and Mr. Vieux
served on the Compensation Committee throughout 2003.  Mr. Lichtenwald became a
member of Compensation Committee on April 3, 2003, replacing William Harding, a
former board member who resigned in April 2003.

During 2003, none of our executive officers served as a member of the board
of directors or compensation committee of any entity that has one or more
executive officers serving as a member of our Board of Directors or compensation
committee.

Compensation of Directors

During 2003, non-employee directors received an annual retainer of
$15,000, board fees of $2,500 per meeting (up to 6 regularly scheduled meetings
per year), and committee fees of $1,000 per meeting (up to 4 regularly scheduled
meetings per committee, or 8 regularly scheduled meetings for the Audit
Committee, per year).

Non-employee directors also are eligible to receive an automatic stock
option grant of 20,000 shares of common stock on the date they first become non-
employee directors.  In addition, the non-employee directors are automatically
granted an additional option to purchase 5,000 shares each year on the date of
our Annual Stockholders' Meeting, if on such date they have served on the Board
for at least six months.  Each option shall have a term of ten years, and shall
be fully vested and exercisable as of the date of grant.  The exercise price of
all options shall be 100% of the fair market value per share of our common
stock, determined with reference to the closing price of our common stock, as
reported on the Nasdaq National Market, on the date of grant.  Options granted
under the plan must be exercised within three months of the end of the
optionee's tenure as a director, or within twelve months after such director's
termination by death or disability, but not later than the expiration of the
option's ten year term.

In 2003, in addition to the options granted to employee directors shown in
the "Option Grants" table on page 9, the Board granted to non-employee
directors the following options to purchase an aggregate of 60,000 shares of
Commerce One common stock as follows:

|Name               | Grant Date | Exercise Price | Number of Securities Underlying
Options
|------------------ | ---------- | -------------- | ---------------------------------------
|Jack Acosta        | 5/28/03    | $2.97          | 5,000                                  
|John V. Balen      | 5/28/03    | $2.97          | 5,000                                  
|Kenneth C. Gardner | 5/28/03    | $2.97          | 5,000                                  
|Irv Lichtenwald    | 1/16/03    | $2.93          | 20,000                                 
|Toshimune Okihara  | -          | -              | -                                      
|Stewart Schuster   | 4/03/03    | $2.21          | 20,000                                 
|Alex Vieux         | 5/28/03    | $2.97          | 5,000                                  

Item 12.  Security Ownership of Certain Beneficial Owners and
Management

The table below sets forth information regarding the beneficial ownership
of our common stock as of April 15, 2004 by the following individuals or
groups:

·
	each person or entity known by us to own beneficially more than 5% of any
class of our voting stock;

·
	each of our Named Officers;

·
	each of our directors; and

·
	all of our current directors and executive officers as a group.

Unless otherwise indicated, the address for each stockholder listed in the
following table is c/o Commerce One, Inc., One Market Street, Steuart Tower,
Suite 1300, San Francisco, CA 94105.  Except as otherwise stated and except for
any rights these persons' spouses may have, the persons named in the table have
sole voting and investment power for all shares of common stock held by
them.

Applicable percentage ownership in the following table is based on 36,661,038
shares of common stock outstanding as of April 15, 2004.

|Beneficial Owner (1)                            | Shares Directly Owned
(2) | Shares Indirectly Owned
(2) | Shares Beneficially Owned through Stock
Options | Percentage of Outstanding
Shares
|----------------------------------------------- | ------------------------- | --------------------------- | ----------------------------------------------- | --------------------------------
|Mark B. Hoffman                                 | 113,664                   | 810 (3)                     | 869,364                                         | 2.68                            
|Charles Boynton                                 | 872                       | 0                           | 134,507                                         | *                               
|Kip Quackenbush                                 | 173                       | 0                           | 112,080                                         | *                               
|Andy Hayden                                     | 3,654                     | 0                           | 0                                               | 0                               
|Narry Singh                                     | 0                         | 0                           | 75,543                                          | 0                               
|John V. Balen                                   | 6,710                     | 0                           | 11,500                                          | *                               
|Kenneth C. Gardner                              | 7,663                     | 1,890 (4)                   | 31,900                                          | *                               
|Toshimune Okihara                               | 0                         | 452,817 (5)                 | 0                                               | 1.24                            
|Alex S. Vieux                                   | 0                         | 0                           | 13,000                                          | *                               
|Jack Acosta                                     | 0                         | 0                           | 25,000                                          | *                               
|Irv Lichtenwald                                 | 10,000                    | 0                           | 25,000                                          | *                               
|Stewart Shuster                                 | 2,788                     | 120 (6)                     | 25,000                                          | *                               
|                                                |                           |                             |                                                 |                                 
|SAP AG                                          |                           |                             |                                                 |                                 
|Neurottstr, 16                                  |                           |                             |                                                 |                                 
|D-69190 Walldorf                                |                           |                             |                                                 |                                 
|Germany                                         | 5,831,481                 | 0                           | 0                                               | 15.91                           
|                                                |                           |                             |                                                 |                                 
|BayStar Capital II, L.P.                        |                           |                             |                                                 |                                 
|80 E. Sir Francis Drake, Suite 2B               |                           |                             |                                                 |                                 
|Larkspur, CA 94939                              | 7,327,964 (7)             | 0                           | 0                                               | 19.99                           
|                                                |                           |                             |                                                 |                                 
|ComVest Investment Partners II LLC              |                           |                             |                                                 |                                 
|830 Third Avenue,                               |                           |                             |                                                 |                                 
|New York, New York 10022                        | 5,323,072 (8)             | 0                           | 0                                               | 14.52                           
|                                                |                           |                             |                                                 |                                 
|All Directors and Executive Officers as a Group | 17,905,707                | 455,637                     | 1,434,912                                       | 52.36                           

*	Less than 1%

(1)	Beneficial ownership is determined in accordance with Rule 13d-3
under the Securities Exchange Act of 1934, as amended.   Accordingly, a
beneficial owner of a security includes any person who, directly or indirectly,
possesses sole or shared voting power and/or investment power with respect to
(a) securities owned and (b) securities that may be acquired within sixty (60)
days from the record date or other selected reporting date pursuant to the
exercise of any option, warrant, or right, or conversion of a security.

(2)	Excludes shares that may be acquired through stock option
exercises.

(3)	Represents shares held by the Andrew Mark Hoffman 1993 Trust dated
March 30, 1993.  Andrew Hoffman, beneficiary of this trust, is
Mr. Hoffman's son.  Mr. Hoffman disclaims beneficial ownership of these
shares.

(4)	Represents shares held by Delaware Charter Guarantee & Trust
Company Trustee FBO Kenneth C. Gardner.

(5)	Represents shares owned by NTT. Mr. Okihara is an Executive
Manager of NTT Communications.  Mr. Okihara disclaims beneficial ownership
of these shares held by NTT.

(6) 	Represents shares held in a UTMA account for Mr. Schuster's son.  Mr.
Schuster disclaims beneficial ownership of these shares.

(7)	Includes (i) 4,297,748 shares of common stock issuable upon
conversion of our Series B Preferred Stock, (ii) 2,209,945 shares of
common stock issuable upon exercise of warrants and (iii) 320,271 shares of
common stock issuable upon conversion of Series B Preferred Stock
attributable to dividends accrued from July 10, 2003 through 60 days after
April 15, 2004 on the Series B Preferred Stock.  The calculation of the
shares beneficially owned by BayStar does not take into account the limitation
on beneficial ownership contained in the terms of our Series B Preferred
Stock.  Specifically, no holder of our Series B Preferred Stock may convert into
our common stock if to do so would mean such holder would then own more than
4.99% of our outstanding common stock.  BayStar disclaims beneficial ownership
of more than 4.99% of our common stock.

(8)	Includes 3,268,277 shares of common stock potentially issuable upon
conversion of promissory notes held by ComVest. The notes are only convertible
into our common stock if we fail to make a payment due under the notes or
otherwise default under the notes.  ComVest disclaims beneficial ownership of
the 3,268,277 shares of our common stock potentially issuable upon conversion of
the notes.

EQUITY COMPENSATION PLAN INFORMATION

The following table provides details for our current
stock-based compensation plans under which we were authorized to issue equity
securities as of December 31, 2003.  For a description of the material
terms of our 1999 Plan, which has not been approved by our stockholders, please
see Note 11 of our Notes to Consolidated Financial Statements filed with
our Annual Report on Form 10-K for the year ended December 31, 2003.

|Plan category                                              | Number of securities to be issued upon
exercise of outstanding options, warrants and rights. (1) 
(a) | Weighted-average exercise price of outstanding
options, warrants and rights.
(b) | Number of securities remaining available from
future issuance under equity compensation plans (excluding securities reflected
in column (a)).
(c)
|---------------------------------------------------------- | ----------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------
|Equity compensation plans approved by security
holders     |                                                                                                       |                                                                                  |                                                                                                                                                  
|1997 Plan                                                  | 2,279,185                                                                                             | $11.49                                                                           | 2,052,914                                                                                                                                        
|1999 ESPP Plan                                             | -                                                                                                     | -                                                                                | 1,935,674                                                                                                                                        
|1995 Plan (2)                                              | 7,838                                                                                                 | $0.39                                                                            | 67,836                                                                                                                                           
|Director Plan (3)                                          | 22,500                                                                                                | $109.20                                                                          | 58,500                                                                                                                                           
|                                                           |                                                                                                       |                                                                                  |                                                                                                                                                  
|Equity compensation plans not approved by security
holders |                                                                                                       |                                                                                  |                                                                                                                                                  
|1999 Plan                                                  | 2,427,490                                                                                             | $34.11                                                                           | 1,085,598                                                                                                                                        
|                                                           |                                                                                                       |                                                                                  |                                                                                                                                                  
|Total                                                      | 4,737,013                                                                                             |                                                                                  | 5,200,522                                                                                                                                        



(1)	The table does not include information for equity compensation
plans that have been assumed by us in various acquisitions.  As of December
31, 2003, a total of 11,385 shares of common stock were issuable upon exercise
of options granted under assumed plans.  The weighted average exercise
price of all options granted under the assumed plans and outstanding at December
31, 2003, was $62.41.  We have never issued options to purchase common stock
from these plans, nor do we intend to do so.

(2)	We no longer issue shares from this plan.

(3)	We did not issue shares from this plan in 2003.

In January 2004, our Board of Directors adopted our 2004 Inducement Plan (the
2004 Plan) and reserved 1,600,000 shares of our common stock for issuance under
the plan. Only new employees are eligible to receive awards under the 2004 Plan,
and options granted under the 2004 Plan may only be non-qualified stock options.
The administrator of the 2004 Plan determines the exercise price of the stock
options.

Item 13.  Certain Relationships and Related Transactions

Business Relationships

SAP

We entered into a strategic relationship with SAP in 2000 to jointly
develop, market and sell the MarketSet suite of applications and the Enterprise
Buyer procurement applications.  This agreement provided that either party
licensing the jointly developed products to its customers would owe a royalty to
the other party.  These products were primarily targeted at electronic
marketplace customers.  Historically, SAP was instrumental in assisting us with
selling the jointly developed products to SAP's customer base.  From 2000
to 2002, SAP accounted for a significant portion of our license revenue.

Over time, the relationship with SAP has changed and each company has phased
out the jointly developed Enterprise Buyer procurement products and replaced
such products with its own successor procurement products.  In addition,
the market for the Marketset suite of products has declined substantially over
the past two years.  In November 2003, SAP and Commerce One terminated the
commercial relationship.  In 2003, SAP reported royalties to us of approximately
$4.1 million, and we paid SAP a total of $558,827, $111,979 of which was for
consulting services and $446,848 of which was for payment of royalties.

As of December 31, 2003, through its purchases from us and on the open
market, we believe that SAP beneficially owned approximately 16% of our
outstanding common stock.

BayStar



In March 2004, we entered into a Consent and Amendment Agreement with BayStar
Capital, the sole holder of our Series B Preferred Stock.  We agreed with
BayStar to amend certain provisions of our Registration Rights Agreement
covering the registration of the Common Stock issuable upon conversion of our
Series B Preferred Stock and the Common Stock issuable upon exercise of
BayStar's warrants (collectively the "Registrable Securities"). 
BayStar agreed to extend the deadline by which we must have our Registration
Statement on Form S-3 (File No. 333-108144, the "Registration
Statement") registering the resale of the Registrable Securities declared
effective by the Securities and Exchange Commission.  Previously, if the
Registration Statement was not declared effective on or before April 5, 2004,
then BayStar would have the right to redeem the Series B Preferred Stock for a
price equal to the greater of 120% of the original purchase price of $10 million
plus any accrued and unpaid dividends or the then current market value of the
Series B Preferred Stock on an as-converted-to-Common Stock basis. 
Pursuant to the Consent and Amendment Agreement, BayStar agreed to allow us an
additional ninety days (until July 4, 2004) to get the Registration Statement
declared effective before BayStar may exercise its redemption right. 
BayStar also agreed to waive its right, for the period up to and including July
4, 2004, to receive cash penalties of $5,000 per day resulting from the fact
that the Registration Statement was not declared effective by the Securities and
Exchange Commission by January 6, 2004.  In consideration for this agreement, we
issued 500,000 shares to BayStar and we made a cash payment of $200,000 to
BayStar.



Item 14.  Principal Accounting Fees and Services.



Fees Billed by Independent Public Auditors



Prior to November 14, 2003, Ernst and Young served as our
independent auditors.  The aggregate fees billed by Ernst & Young for work
performed in 2003 and 2002 are as follows:

|                      | Fees Paid
|--------------------- | ---------
|                      | 2002     
|Audit Fees(1)         | $374,600 
|Audit-Related Fees(2) | $57,585  
|Tax Fees(3)           | $101,871 
|All Other Fees(4)     | -        

(1) Audit Fees consist of fees billed for professional
services rendered for the audit of our annual and interim consolidated financial
statements included in our public reports that Ernst and Young normally provides
to clients in connection with statutory and regulatory filings and engagements.

(2) Audit-Related Fees consist of assurance and related
services provided by Ernst and Young that are reasonably related to the
performance of the audit or review of our Consolidated Financial Statements that
are not reported under "Audit Fees."  The services for the fees
disclosed under this category include audits associated with our filing of
registration statements, accounting consulting and consulting regarding
restructuring activities.

(3) Tax Fees consist of fees billed for professional services
rendered for tax compliance, advice and planning.

(4) All Other Fees consists of fees for products and services
other than those reported above, including a research tool
subscription.

On December 10, 2003, the Audit Committee engaged BDO
Seidman, LLP as our new independent auditors.  The aggregate fees billed by BDO
Seidman for work performed in 2003 are as follows:

|                   | Fees Paid
|------------------ | ---------
|                   | 2002     
|Audit Fees(1)      | -        
|Audit-Related Fees | -        
|Tax Fees           | -        
|All Other Fees     | -        

(1) Audit Fees consist of fees billed for professional
services rendered for the audit of our annual consolidated financial statements
included in our public reports that BDO Seidman normally provides to clients in
connection with statutory and regulatory filings and engagements.



Audit Committee Authorization of Audit and Non-Audit
Services



The Audit Committee possesses sole authority to authorize
all audit and permissible non-audit services provided to the Company by our
independent auditors.  The Audit Committee, or subcommittee thereof, pre-
approved all fees for the audit and non-audit related services we received from
our independent auditors during 2003.  The Audit Committee has considered
whether the provision of the non-audit services is compatible with maintaining
the independence of the independent auditors, and has concluded that the
services performed by our independent auditors on our behalf were compatible
with maintaining their independence.

PART IV

Item 15.  Exhibits, Financial Statement Schedules and Reports on Form
8-K.

(a)  	DOCUMENTS FILED AS PART OF THE REPORT

3. EXHIBITS

The exhibits listed on the accompanying index to exhibits immediately
following the financial statement schedule are filed as part of, or incorporated
by reference into, this Form 10-K.

|EXHIBIT NUMBER |  | DESCRIPTION                                                                                                                                                                                                                                                                                                       
|-------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|               |  |                                                                                                                                                                                                                                                                                                                   
|3.1(1)         |  | Restated Certificate of Incorporation.                                                                                                                                                                                                                                                                            
|3.2(2)         |  | Certificate of Amendment, dated September 16, 2002 to Restated
Certificate of Incorporation.                                                                                                                                                                                                                      
|3.3(7)         |  | Amended and Restated Bylaws.                                                                                                                                                                                                                                                                                      
|4.1(1)         |  | Specimen Common Stock Certificate.                                                                                                                                                                                                                                                                                
|4.2(19)        |  | Amended and Restated Preferred Stock Rights Agreement, dated as
of December 31, 2003, between Commerce One, Inc., and Equiserve Trust Company,
NA..                                                                                                                                                               
|4.3(16)        |  | Certificate of Designations, Preferences and Rights of the
Series B Convertible Preferred Stock.                                                                                                                                                                                                                  
|10.1(3)        |  | Form of Indemnification Agreement between the Registrant and
each of its directors and officers.                                                                                                                                                                                                                  
|10.2(3)        |  | Form of 1997 Incentive Stock Option Plan and form of agreements
thereunder.                                                                                                                                                                                                                                       
|10.3(3)        |  | Form of 1999 Employee Stock Purchase Plan and form of agreements
thereunder.                                                                                                                                                                                                                                      
|10.4(4)        |  | 1999 Nonstatutory Stock Option Plan and form of agreements
thereunder.                                                                                                                                                                                                                                            
|10.5(3)        |  | Form of 1999 Director Option Plan and form of agreements
thereunder.                                                                                                                                                                                                                                              
|10.6**         |  | 2004 Inducement Plan.                                                                                                                                                                                                                                                                                             
|10.7**         |  | 2004 Inducement Plan - Notice of Grant of Stock Purchase
Right.                                                                                                                                                                                                                                                   
|10.8**         |  | 2004 Inducement Plan - Stock Option Agreement.                                                                                                                                                                                                                                                                    
|10.9(16)       |  | Registration Rights Agreement, dated July 10, 2003, by and
between Commerce One, Inc. and the investor named therein (BayStar Capital II,
L.P.).                                                                                                                                                                  
|10.10(16)      |  | Securities Purchase Agreement, dated July 10, 2003, by and
between Commerce One, Inc. and the investor named therein (BayStar Capital II,
L.P.).                                                                                                                                                                  
|10.11(16)      |  | Warrant to Purchase Common Stock, dated July 10,
2003.                                                                                                                                                                                                                                                            
|10.12(19)      |  | Note and Warrant Purchase Agreement, dated December 31, 2003, by
and among ComVest Investment Partners II LLC, DCC Ventures, LLC, Commerce One,
Inc., and Commerce One Operations, Inc.                                                                                                                           
|10.13(19)      |  | Senior Secured Non-Convertible Promissory Notes issued on
December 31, 2003.                                                                                                                                                                                                                                      
|10.14(19)      |  | Warrants to Purchase Common Stock, dated December 31,
2003.                                                                                                                                                                                                                                                       
|10.15(19)      |  | Security Agreement, dated December 31, 2003, by and among
ComVest Investment Partners II LLC, Commerce One, Inc., and Commerce One
Operations, Inc.                                                                                                                                                               
|10.16(19)      |  | Pledge Agreement, dated December 31, 2003, by and between
ComVest Investment Partners II LLC and Commerce One Operations, Inc.                                                                                                                                                                                    
|10.17(19)      |  | Guaranty, dated December 31, 2003, by and among ComVest
Investment Partners II LLC, DCC Ventures, LLC, and Commerce One Operations,
Inc.                                                                                                                                                                          
|10.18(19)      |  | Registration Rights Agreement, dated December 31, 2003, by and
among ComVest Investment Partners II LLC, DCC Ventures, LLC, and Commerce One,
Inc.                                                                                                                                                                
|10.19(3)       |  | Master Software License and Services Agreement between the
Registrant and NTT Communications, dated April 16, 1999.                                                                                                                                                                                               
|10.20(3)       |  | Stock Purchase and Master Strategic Relationship Agreement
between the Registrant and NTT Communications, dated June 1999.                                                                                                                                                                                        
|10.21(5)       |  | Amended and Restated Standstill and Stock Restriction Agreement
by and among Commerce One, Inc., New Commerce One Holding, Inc. and SAP AG dated
June 28, 2001.                                                                                                                                                   
|10.22(5)       |  | Investor Rights Agreement by and between Commerce One, Inc., New
Commerce One Holding, Inc. and SAP AG dated June 28, 2001.                                                                                                                                                                                       
|10.23(6)       |  | Formation Agreement dated December 8, 2000 by and among Commerce
One, Inc., Ford Motor Company, General Motors Corporation, New Commerce One
Holding, Inc. (solely for the purposes of Section 11.3 thereof) Daimler Chrysler
AG and (solely for the purposes of section 2.4, 11.2 and 11.9 thereof) Covisint
LLC.
|10.24(6)       |  | Standstill and Stock Restriction Agreement dated December 8,
2000 by and among Commerce One, Inc., Ford Motor Company, General Motors
Corporation and New Commerce One Holding, Inc.                                                                                                                              
|10.25(6)       |  | Registration Rights Agreement dated December 8, 2000 by and
among Commerce One, Inc., Ford Motor Company, General Motors Corporation and New
Commerce One Holding, Inc.                                                                                                                                           
|10.26(18)      |  | Settlement Agreement dated December 30, 2003 by and between CVX
Holdco LLC, Commerce One Operations, Inc., Commerce One, Inc. and Covisint
LLC.                                                                                                                                                                   
|10.27(18)      |  | Covisint Master Software License Agreement.                                                                                                                                                                                                                                                                       
|10.28(9)       |  | Strategic Alliance Agreement dated September 18, 2000 by and
between Commerce One, Inc., SAP and SAP Markets, Inc.                                                                                                                                                                                                
|10.29(10)*     |  | Strategic Alliance Agreement Amendment No. 2, dated April 10,
2001 by and between Commerce One Operations, Inc., SAP and SAP Markets,
Inc.                                                                                                                                                                        
|10.30(10)*     |  | Strategic Alliance Agreement Amendment No. 3, dated June 29,
2001 by and between Commerce One Operations, Inc., SAP and SAP Markets,
Inc.                                                                                                                                                                         
|10.31(12)      |  | Strategic Alliance Agreement Amendment No. 4, effective as of
January 1, 2002 by and between Commerce One Operations, Inc., SAP and SAP
Markets, Inc.                                                                                                                                                             
|10.32(14)      |  | Strategic Alliance Agreement Amendment No. 5, effective as of
December 20, 2002, by and between Commerce One Operations, Inc., SAP and SAP
Markets, Inc.                                                                                                                                                          
|10.33(15)*     |  | Strategic Alliance Agreement Amendment No. 6, effective as of
November 13, 2003, by and between Commerce One Operations, Inc., SAP and SAP
Markets, Inc.                                                                                                                                                          
|10.34(8)       |  | Form of Change of Control Severance Agreement.                                                                                                                                                                                                                                                                    
|10.35(8)       |  | Form of Amendment No. 1 to Change of Control Severance
Agreement.                                                                                                                                                                                                                                                 
|10.36(11)      |  | Employee Loan Agreement between Commerce One, Inc., and Dennis
H. Jones, dated August 22, 2001.                                                                                                                                                                                                                   
|10.37(13)      |  | Separation Agreement by and between Commerce One Operations,
Inc. and Dennis H. Jones, dated June 20, 2002.                                                                                                                                                                                                       
|10.38(17)      |  | Eighth Amendment to Sublease, dated October 1, 2003 by and
between Commerce One Operations, Inc., Commerce One, Inc. and PeopleSoft, Inc.
and executed November 10, 2003 by Commerce One and November 21, 2003 by
PeopleSoft.                                                                                     
|10.39**        |  | Addendum to Eight Amendment to Sublease, dated October 1, 2003
by and between Commerce One Operations, Inc, Commerce One, Inc. and PeopleSoft,
Inc. and executed November 10, 2003.                                                                                                                               
|10.40**        |  | Promissory Note between Commerce One, Inc. and PeopleSoft, Inc.
executed December 31, 2003.                                                                                                                                                                                                                       
|10.41 (20)     |  | Consent and Amendment Agreement between Commerce One, Inc. and
BayStar Capital II, L.P. dated March 14, 2004.                                                                                                                                                                                                     
|10.42 (20)     |  | Registration Rights Agreement between Commerce One, Inc. and
BayStar Capital II, L.P. dated March 14, 2004.                                                                                                                                                                                                       
|21.1**         |  | List of Subsidiaries of Registrant.                                                                                                                                                                                                                                                                               
|23.1**         |  | Consent of BDO Seidman, LLP, Independent Auditors.                                                                                                                                                                                                                                                                
|23.2**         |  | Consent of Ernst and Young, LLP, Independent
Auditors.                                                                                                                                                                                                                                                            
|24.1**         |  | Power of Attorney (see signature page)                                                                                                                                                                                                                                                                            
|31.1           |  | Certification of the Chief Executive Officer of Commerce One
pursuant to section 302 of the Sarbanes-Oxley Act.                                                                                                                                                                                                   
|31.2           |  | Certification of the Chief Financial Officer of Commerce One
pursuant to section 302 of the Sarbanes-Oxley Act.                                                                                                                                                                                                   
|32.1**         |  | Certification of the Chief Executive Officer and Chief Financial
Officer of Commerce One pursuant to section 906 of the Sarbanes Oxley
Act.                                                                                                                                                                       



|(1)  |  | Incorporated by reference to Commerce One's Form 8-A (File No.
000-32979) filed on July 11, 2001.                                                                                  
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |  |                                                                                                                                                                                    
|(2)  |  | Incorporated by reference to Commerce One's Form 8-K (File No.
000-32979) filed on September 19, 2002.                                                                             
|     |  |                                                                                                                                                                                    
|(3)  |  | Incorporated by reference to Commerce One's Registration
Statement of Form S-1 (File No. 333-76987), declared effective July 1,
1999.                                              
|     |  |                                                                                                                                                                                    
|(4)  |  | Incorporated by reference to Commerce One's Form S-8 (File No.
333-33328), filed on March 27, 2000.                                                                                
|     |  |                                                                                                                                                                                    
|(5)  |  | Incorporated by reference to Commerce One's Current Report on
Form 8-K (File No. 333-58558), filed on July 10, 2001.                                                               
|     |  |                                                                                                                                                                                    
|(6)  |  | Incorporated by reference to Commerce One's Current Report on
Form 8-K (File No. 000-26453), filed on December 29, 2000.                                                           
|     |  |                                                                                                                                                                                    
|(7)  |  | Incorporated by reference to Commerce One's Quarterly Report on
Form 10-Q (File No. 000-26453), filed on August 14, 2000.                                                          
|     |  |                                                                                                                                                                                    
|(8)  |  | Incorporated by reference to Commerce One's Annual Report on
Form 10-K (File No. 000-26453), filed on April 2, 2001.                                                               
|     |  |                                                                                                                                                                                    
|(9)  |  | Incorporated by reference to Commerce One's Quarterly Report on
Form 10-Q (File No. 000-26453), filed on November 14, 2000.                                                        
|     |  |                                                                                                                                                                                    
|(10) |  | Incorporated by reference to Commerce One's Quarterly Report on
Form 10-Q (File No. 000-32979), filed on August 14, 2001.                                                          
|     |  |                                                                                                                                                                                    
|(11) |  | Incorporated by reference to Commerce One's Quarterly Report on
Form 10-Q (File No. 000-32979), filed on November 14, 2001.                                                        
|     |  |                                                                                                                                                                                    
|(12) |  | Incorporated by reference to Commerce One's Annual Report on
Form 10-K (File No. 000-32979), filed April 1, 2002.                                                                  
|     |  |                                                                                                                                                                                    
|(13) |  | Incorporated by reference to Commerce One's Quarterly Report on
Form 10-Q (File No. 000-32979), filed on August 14, 2002.                                                          
|     |  |                                                                                                                                                                                    
|(14) |  | Incorporated by reference to Commerce One's Annual Report on
Form 10-K (File No. 000-32979), filed March 31, 2003.                                                                 
|     |  |                                                                                                                                                                                    
|     |  |                                                                                                                                                                                    
|(15) |  | Incorporated by reference to Commerce One's Quarterly Report on
Form 10-Q (File No. 000-32979), filed on November 14, 2003.                                                        
|     |  |                                                                                                                                                                                    
|(16) |  | Incorporated by reference to Commerce One's Form 8-K filed on
July 11, 2003.                                                                                                       
|     |  |                                                                                                                                                                                    
|(17) |  | Incorporated by reference to Commerce One's Current Report on
Form 8-K  (File No. 000-32979), filed on December 17, 2003.                                                          
|     |  |                                                                                                                                                                                    
|(18) |  | Incorporated by reference to Commerce One's Current Report on
Form 8-K (File No. 000-32979), filed on January 6, 2004.                                                             
|     |  |                                                                                                                                                                                    
|(19) |  | Incorporated by reference to Commerce One's Current Report on
Form 8-K (File No. 000-32979), filed on January 8, 2004.                                                             
|     |  |                                                                                                                                                                                    
|(20) |  | Incorporated by reference to Commerce One's Current Report on
Form 8-K filed on March 16, 2004.                                                                                    
|     |  |                                                                                                                                                                                    
|*    |  | Portions of this exhibit have been omitted pending a
determination by the Securities and Exchange Commission as to whether these
portions should be granted confidential treatment.
|**   |  | Previously filed.                                                                                                                                                                  



SIGNATURES



Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.



Dated: April 29, 2004



| | COMMERCE ONE, INC. |                                      
| | ------------------ | -------------------------------------
| | By:                | /s/ MARK B. HOFFMAN                  
| |                    | Mark B. Hoffman                      
| |                    | Chairman  and Chief Executive
Officer
| |                    |                                      



|Signature               |  | Title                                                                                          |  | Date          
|----------------------- |  | ---------------------------------------------------------------------------------------------- |  | --------------
|                        |  |                                                                                                |  |               
|/s/ MARK B. HOFFMAN     |  | Chief Executive Officer and Chairman of the Board
(Principal Executive Officer)                |  | April 29, 2004
|Mark B. Hoffman         |  |                                                                                                |  |               
|                        |  |                                                                                                |  |               
|/s/ CHARLES BOYNTON     |  | Senior Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer) |  | April 29, 2004
|Charles Boynton         |  |                                                                                                |  |               
|                        |  |                                                                                                |  |               
|/s/ JOHN V. BALEN*      |  | Director                                                                                       |  | April 29, 2004
|John V. Balen           |  |                                                                                                |  |               
|                        |  |                                                                                                |  |               
|/s/ KENNETH C. GARDNER* |  | Director                                                                                       |  | April 29, 2004
|Kenneth C. Gardner      |  |                                                                                                |  |               
|                        |  |                                                                                                |  |               
|/s/ STEWART SCHUSTER*   |  | Director                                                                                       |  | April 29, 2004
|Stewart Schuster        |  |                                                                                                |  |               
|                        |  |                                                                                                |  |               
|/s/ IRV LICHTENWALD*    |  | Director                                                                                       |  | April 29, 2004
|Irv Lichtenwald         |  |                                                                                                |  |               
|                        |  |                                                                                                |  |               
|/s/ TOSHIMUNE OKIHARA*  |  | Director                                                                                       |  | April 29, 2004
|Toshimune Okihara       |  |                                                                                                |  |               
|                        |  |                                                                                                |  |               
|/s/ JACK ACOSTA*        |  | Director                                                                                       |  | April 29, 2004
|Jack Acosta             |  |                                                                                                |  |               
|                        |  |                                                                                                |  |               
|/s/ ALEX S. VIEUX*      |  | Director                                                                                       |  | April 29, 2004
|Alex S. Vieux           |  |                                                                                                |  |               

* /s/ CHARLES BOYNTONBy: Charles Boyton

EXHIBIT INDEX

|EXHIBIT NUMBER |  | DESCRIPTION                                                                                                                                                                                                                                                                                                       
|-------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|               |  |                                                                                                                                                                                                                                                                                                                   
|3.1(1)         |  | Restated Certificate of Incorporation.                                                                                                                                                                                                                                                                            
|3.2(2)         |  | Certificate of Amendment, dated September 16, 2002 to Restated
Certificate of Incorporation.                                                                                                                                                                                                                      
|3.3(7)         |  | Amended and Restated Bylaws.                                                                                                                                                                                                                                                                                      
|4.1(1)         |  | Specimen Common Stock Certificate.                                                                                                                                                                                                                                                                                
|4.2(19)        |  | Amended and Restated Preferred Stock Rights Agreement, dated as
of December 31, 2003, between Commerce One, Inc., and Equiserve Trust Company,
NA..                                                                                                                                                               
|4.3(16)        |  | Certificate of Designations, Preferences and Rights of the
Series B Convertible Preferred Stock.                                                                                                                                                                                                                  
|10.1(3)        |  | Form of Indemnification Agreement between the Registrant and
each of its directors and officers.                                                                                                                                                                                                                  
|10.2(3)        |  | Form of 1997 Incentive Stock Option Plan and form of agreements
thereunder.                                                                                                                                                                                                                                       
|10.3(3)        |  | Form of 1999 Employee Stock Purchase Plan and form of agreements
thereunder.                                                                                                                                                                                                                                      
|10.4(4)        |  | 1999 Nonstatutory Stock Option Plan and form of agreements
thereunder.                                                                                                                                                                                                                                            
|10.5(3)        |  | Form of 1999 Director Option Plan and form of agreements
thereunder.                                                                                                                                                                                                                                              
|10.6**         |  | 2004 Inducement Plan.                                                                                                                                                                                                                                                                                             
|10.7**         |  | 2004 Inducement Plan - Notice of Grant of Stock Purchase
Right.                                                                                                                                                                                                                                                   
|10.8**         |  | 2004 Inducement Plan - Stock Option Agreement.                                                                                                                                                                                                                                                                    
|10.9(16)       |  | Registration Rights Agreement, dated July 10, 2003, by and
between Commerce One, Inc. and the investor named therein (BayStar Capital II,
L.P.).                                                                                                                                                                  
|10.10(16)      |  | Securities Purchase Agreement, dated July 10, 2003, by and
between Commerce One, Inc. and the investor named therein (BayStar Capital II,
L.P.).                                                                                                                                                                  
|10.11(16)      |  | Warrant to Purchase Common Stock, dated July 10,
2003.                                                                                                                                                                                                                                                            
|10.12(19)      |  | Note and Warrant Purchase Agreement, dated December 31, 2003, by
and among ComVest Investment Partners II LLC, DCC Ventures, LLC, Commerce One,
Inc., and Commerce One Operations, Inc.                                                                                                                           
|10.13(19)      |  | Senior Secured Non-Convertible Promissory Notes issued on
December 31, 2003.                                                                                                                                                                                                                                      
|10.14(19)      |  | Warrants to Purchase Common Stock, dated December 31,
2003.                                                                                                                                                                                                                                                       
|10.15(19)      |  | Security Agreement, dated December 31, 2003, by and among
ComVest Investment Partners II LLC, Commerce One, Inc., and Commerce One
Operations, Inc.                                                                                                                                                               
|10.16(19)      |  | Pledge Agreement, dated December 31, 2003, by and between
ComVest Investment Partners II LLC and Commerce One Operations, Inc.                                                                                                                                                                                    
|10.17(19)      |  | Guaranty, dated December 31, 2003, by and among ComVest
Investment Partners II LLC, DCC Ventures, LLC, and Commerce One Operations,
Inc.                                                                                                                                                                          
|10.18(19)      |  | Registration Rights Agreement, dated December 31, 2003, by and
among ComVest Investment Partners II LLC, DCC Ventures, LLC, and Commerce One,
Inc.                                                                                                                                                                
|10.19(3)       |  | Master Software License and Services Agreement between the
Registrant and NTT Communications, dated April 16, 1999.                                                                                                                                                                                               
|10.20(3)       |  | Stock Purchase and Master Strategic Relationship Agreement
between the Registrant and NTT Communications, dated June 1999.                                                                                                                                                                                        
|10.21(5)       |  | Amended and Restated Standstill and Stock Restriction Agreement
by and among Commerce One, Inc., New Commerce One Holding, Inc. and SAP AG dated
June 28, 2001.                                                                                                                                                   
|10.22(5)       |  | Investor Rights Agreement by and between Commerce One, Inc., New
Commerce One Holding, Inc. and SAP AG dated June 28, 2001.                                                                                                                                                                                       
|10.23(6)       |  | Formation Agreement dated December 8, 2000 by and among Commerce
One, Inc., Ford Motor Company, General Motors Corporation, New Commerce One
Holding, Inc. (solely for the purposes of Section 11.3 thereof) Daimler Chrysler
AG and (solely for the purposes of section 2.4, 11.2 and 11.9 thereof) Covisint
LLC.
|10.24(6)       |  | Standstill and Stock Restriction Agreement dated December 8,
2000 by and among Commerce One, Inc., Ford Motor Company, General Motors
Corporation and New Commerce One Holding, Inc.                                                                                                                              
|10.25(6)       |  | Registration Rights Agreement dated December 8, 2000 by and
among Commerce One, Inc., Ford Motor Company, General Motors Corporation and New
Commerce One Holding, Inc.                                                                                                                                           
|10.26(18)      |  | Settlement Agreement dated December 30, 2003 by and between CVX
Holdco LLC, Commerce One Operations, Inc., Commerce One, Inc. and Covisint
LLC.                                                                                                                                                                   
|10.27(18)      |  | Covisint Master Software License Agreement.                                                                                                                                                                                                                                                                       
|10.28(9)       |  | Strategic Alliance Agreement dated September 18, 2000 by and
between Commerce One, Inc., SAP and SAP Markets, Inc.                                                                                                                                                                                                
|10.29(10)*     |  | Strategic Alliance Agreement Amendment No. 2, dated April 10,
2001 by and between Commerce One Operations, Inc., SAP and SAP Markets,
Inc.                                                                                                                                                                        
|10.30(10)*     |  | Strategic Alliance Agreement Amendment No. 3, dated June 29,
2001 by and between Commerce One Operations, Inc., SAP and SAP Markets,
Inc.                                                                                                                                                                         
|10.31(12)      |  | Strategic Alliance Agreement Amendment No. 4, effective as of
January 1, 2002 by and between Commerce One Operations, Inc., SAP and SAP
Markets, Inc.                                                                                                                                                             
|10.32(14)      |  | Strategic Alliance Agreement Amendment No. 5, effective as of
December 20, 2002, by and between Commerce One Operations, Inc., SAP and SAP
Markets, Inc.                                                                                                                                                          
|10.33(15)*     |  | Strategic Alliance Agreement Amendment No. 6, effective as of
November 13, 2003, by and between Commerce One Operations, Inc., SAP and SAP
Markets, Inc.                                                                                                                                                          
|10.34(8)       |  | Form of Change of Control Severance Agreement.                                                                                                                                                                                                                                                                    
|10.35(8)       |  | Form of Amendment No. 1 to Change of Control Severance
Agreement.                                                                                                                                                                                                                                                 
|10.36(11)      |  | Employee Loan Agreement between Commerce One, Inc., and Dennis
H. Jones, dated August 22, 2001.                                                                                                                                                                                                                   
|10.37(13)      |  | Separation Agreement by and between Commerce One Operations,
Inc. and Dennis H. Jones, dated June 20, 2002.                                                                                                                                                                                                       
|10.38(17)      |  | Eighth Amendment to Sublease, dated October 1, 2003 by and
between Commerce One Operations, Inc., Commerce One, Inc. and PeopleSoft, Inc.
and executed November 10, 2003 by Commerce One and November 21, 2003 by
PeopleSoft.                                                                                     
|10.39**        |  | Addendum to Eight Amendment to Sublease, dated October 1, 2003
by and between Commerce One Operations, Inc, Commerce One, Inc. and PeopleSoft,
Inc. and executed November 10, 2003.                                                                                                                               
|10.40**        |  | Promissory Note between Commerce One, Inc. and PeopleSoft, Inc.
executed December 31, 2003.                                                                                                                                                                                                                       
|10.41(20)      |  | Consent and Amendment Agreement between Commerce One, Inc. and
BayStar Capital II, L.P. dated March 14, 2004.                                                                                                                                                                                                     
|10.42(20)      |  | Registration Rights Agreement between Commerce One, Inc. and
BayStar Capital II, L.P. dated March 14, 2004.                                                                                                                                                                                                       
|21.1**         |  | List of Subsidiaries of Registrant.                                                                                                                                                                                                                                                                               
|23.1**         |  | Consent of BDO Seidman, LLP, Independent Auditors.                                                                                                                                                                                                                                                                
|23.2**         |  | Consent of Ernst and Young, LLP, Independent
Auditors.                                                                                                                                                                                                                                                            
|24.1**         |  | Power of Attorney (see signature page)                                                                                                                                                                                                                                                                            
|31.1           |  | Certification of the Chief Executive Officer of Commerce One
pursuant to section 302 of the Sarbanes-Oxley Act.                                                                                                                                                                                                   
|31.2           |  | Certification of the Chief Financial Officer of Commerce One
pursuant to section 302 of the Sarbanes-Oxley Act.                                                                                                                                                                                                   
|32.1**         |  | Certification of the Chief Executive Officer and Chief Financial
Officer of Commerce One pursuant to section 906 of the Sarbanes Oxley
Act.                                                                                                                                                                       



|(1)  |  | Incorporated by reference to Commerce One's Form 8-A (File No.
000-32979) filed on July 11, 2001.                                                                                  
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |  |                                                                                                                                                                                    
|(2)  |  | Incorporated by reference to Commerce One's Form 8-K (File No.
000-32979) filed on September 19, 2002.                                                                             
|     |  |                                                                                                                                                                                    
|(3)  |  | Incorporated by reference to Commerce One's Registration
Statement of Form S-1 (File No. 333-76987), declared effective July 1,
1999.                                              
|     |  |                                                                                                                                                                                    
|(4)  |  | Incorporated by reference to Commerce One's Form S-8 (File No.
333-33328), filed on March 27, 2000.                                                                                
|     |  |                                                                                                                                                                                    
|(5)  |  | Incorporated by reference to Commerce One's Current Report on
Form 8-K (File No. 333-58558), filed on July 10, 2001.                                                               
|     |  |                                                                                                                                                                                    
|(6)  |  | Incorporated by reference to Commerce One's Current Report on
Form 8-K (File No. 000-26453), filed on December 29, 2000.                                                           
|     |  |                                                                                                                                                                                    
|(7)  |  | Incorporated by reference to Commerce One's Quarterly Report on
Form 10-Q (File No. 000-26453), filed on August 14, 2000.                                                          
|     |  |                                                                                                                                                                                    
|(8)  |  | Incorporated by reference to Commerce One's Annual Report on
Form 10-K (File No. 000-26453), filed on April 2, 2001.                                                               
|     |  |                                                                                                                                                                                    
|(9)  |  | Incorporated by reference to Commerce One's Quarterly Report on
Form 10-Q (File No. 000-26453), filed on November 14, 2000.                                                        
|     |  |                                                                                                                                                                                    
|(10) |  | Incorporated by reference to Commerce One's Quarterly Report on
Form 10-Q (File No. 000-32979), filed on August 14, 2001.                                                          
|     |  |                                                                                                                                                                                    
|(11) |  | Incorporated by reference to Commerce One's Quarterly Report on
Form 10-Q (File No. 000-32979), filed on November 14, 2001.                                                        
|     |  |                                                                                                                                                                                    
|(12) |  | Incorporated by reference to Commerce One's Annual Report on
Form 10-K (File No. 000-32979), filed April 1, 2002.                                                                  
|     |  |                                                                                                                                                                                    
|(13) |  | Incorporated by reference to Commerce One's Quarterly Report on
Form 10-Q (File No. 000-32979), filed on August 14, 2002.                                                          
|     |  |                                                                                                                                                                                    
|(14) |  | Incorporated by reference to Commerce One's Annual Report on
Form 10-K (File No. 000-32979), filed March 31, 2003.                                                                 
|     |  |                                                                                                                                                                                    
|(15) |  | Incorporated by reference to Commerce One's Quarterly Report on
Form 10-Q (File No. 000-32979), filed on November 14, 2003.                                                        
|     |  |                                                                                                                                                                                    
|(16) |  | Incorporated by reference to Commerce One's Form 8-K filed on
July 11, 2003.                                                                                                       
|     |  |                                                                                                                                                                                    
|(17) |  | Incorporated by reference to Commerce One's Current Report on
Form 8-K  (File No. 000-32979), filed on December 17, 2003.                                                          
|     |  |                                                                                                                                                                                    
|(18) |  | Incorporated by reference to Commerce One's Current Report on
Form 8-K (File No. 000-32979), filed on January 6, 2004.                                                             
|     |  |                                                                                                                                                                                    
|(19) |  | Incorporated by reference to Commerce One's Current Report on
Form 8-K (File No. 000-32979), filed on January 8, 2004.                                                             
|     |  |                                                                                                                                                                                    
|(20) |  | Incorporated by reference to Commerce One's Current Report on
Form 8-K filed on March 16, 2004.                                                                                    
|     |  |                                                                                                                                                                                    
|*    |  | Portions of this exhibit have been omitted pending a
determination by the Securities and Exchange Commission as to whether these
portions should be granted confidential treatment.
|**   |  | Previously filed.