UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~May~~July 3121, 2013

GXS Worldwide, Inc.

(Exact name of Registrant as specified in its charter)



Delaware (State or other jurisdiction of incorporation)		333-167650 (Commission File Number)		35-2181508 (IRS Employer Identification Number)

	9711 Washingtonian Boulevard, Gaithersburg, MD (Address of principal executive offices)		20878 (Zip Code)

301-340-4000 (Registrant's telephone number, including area code) Not applicable (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

□ o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

□o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

□o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

□o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 52.02 Results ~~Departure~~ of ~~Directors~~Operations orand ~~Certain~~Financial ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Condition.

AsOn ~~discussed~~July ~~further in Item 5.07 below~~21, ~~on May 31,~~ 2013, ~~the stockholders of~~ GXS ~~Group~~Worldwide, Inc. (~~“GXS Group”),~~ the ~~Registrant’s ultimate parent, approved an amendment (the~~ “~~Amendment~~Company”) issued toa ~~the~~press ~~2010~~release ~~GXS~~in ~~Group,~~which ~~Inc. Long Term Incentive Plan (~~the ~~“Plan”)~~Company toreleased ~~increase~~preliminary ~~the~~financial ~~number~~information ~~of shares available in connection~~ with ~~grants~~respect ofto ~~stock~~its ~~options~~second ~~and~~quarter ~~other~~ended ~~stock-based~~June ~~compensation~~30, ~~awards under the Plan from 17~~2013.~~5 million to 23.7 million shares.~~

~~The~~A ~~foregoing~~copy ~~description~~ of the ~~Amendment~~press ~~and~~release ~~related~~dated ~~matters~~July ~~is qualified in its entirety by reference to the Amendment~~21, ~~which~~2013 is ~~filed~~included herewith as Exhibit 1099.1 ~~to this Current Report on Form 8-K and is incorporated herein by reference~~.

~~Item~~The 5foregoing information is being furnished under Item 2.0702 ~~Submission~~of Form 8-K and shall not be deemed to be “filed” for the purposes of ~~Matters~~Section 18 of the Securities and Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to athe ~~Vote~~liability of ~~Security~~such ~~Holders~~section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

On May 31, 2013, pursuant to Delaware Corporation Law Section 228, stockholders holding a majority of the outstanding shares of the common stock and the Series A Preferred Stock of GXS Group (each class together, and collectively on an as converted basis) approved, on the recommendation of the GXS Group Board of Directors, the Amendment to increase the number of shares available in connection with grants of stock options and other stock-based compensation awards under the Plan from 17.5 million to 23.7 million shares.

Item 9.01 Financial Statements and Other Exhibits.

(d) Exhibits

Exhibit Number		Description
10.1		Amendment to the 2010 GXS Group, Inc. Long Term Incentive Plan
99.1		Press release dated July 21, 2013

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

GXS WORLDWIDE, INC. By: /s/ ~~Richard~~Gregg B.Clevenger ~~Nash~~ Name: ~~Richard~~Gregg B.Clevenger ~~Nash~~ Title: ~~Senior~~Executive Vice President, ~~General~~and ~~Counsel~~Chief ~~and~~Financial ~~Secretary~~Officer

Dated: ~~June~~July 622, 2013

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