UNITED STATES SECURITIES AND EXCHANGE COMMISSION ~~WASHINGTON, D.C. 20549~~

Washington, D.C. 20549

FORM 8-K

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

~~Pursuant~~Date toof ~~Section 13~~report ~~or 15~~(d)Date of ~~the~~earliest ~~Securities~~event ~~Exchange~~reported): ~~Act~~January 20, ~~of 1934~~2005

~~Date~~GXS ~~of Report (Date of Earliest Event Reported): December 23, 2004~~CORPORATION

~~GXS Corporation __________________________________________~~ (Exact name of registrant as specified in its charter)

Delaware	333-106143	35-2181508
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
100 Edison Park Drive, Gaithersburg, Maryland		20878
_________________________________ (Address of principal executive offices)		___________ (Zip Code)


Delaware (State or other jurisdiction of incorporation or organization)		333-106143 (Commission File Number)		35-2181508 (I.R.S. Employer Identification No.)

~~Registrant’s~~100 ~~telephone~~Edison ~~number~~Park Drive Gaithersburg, ~~including~~MD ~~area~~(Address ~~code:~~of ~~301-340-4000~~Principal Executive Offices) 20878 (Zip Code)

~~Not~~Registrant’s ~~Applicable ______________________________________________ Former~~telephone ~~name or former address~~number, ifincluding ~~changed~~area ~~since~~code: ~~last report~~(301) 340-4000

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 (see General Instruction A.2.):

~~[ ]~~ o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ~~[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)~~ ~~[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))~~ ~~[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))~~

~~Top~~ o ofSoliciting material pursuant to Rule 14a-12 under the ~~Form~~Exchange Act (17 CFR 240.14a-12)

~~Item~~ o ~~1.01.~~Pre-commencement ~~Entry~~communications ~~into~~pursuant ato ~~Material~~Rule 14d-2(b) ~~Definitive~~under ~~Agreement~~the Exchange Act (17 CFR 240.14d-2(b))

On o ~~December~~Pre-commencement ~~23,~~communications ~~2004,~~pursuant ~~GXS Corporation (the "Company") entered into a Fifth Amendment~~ to ~~Loan and Security Agreement dated as of March 21, 2003~~ Rule 13e-4(~~the "Agreement"~~c) byunder ~~and among~~ the ~~Company,~~Exchange ~~GXS~~Act ~~Holdings,~~(17 ~~Inc.,~~CFR ~~the financial institutions party thereto and Wells Fargo Foothill, Inc~~240.The Fifth Amendment modified the scope of permitted investments and permitted intercompany indebtedness in order to allow adjustments to the valuation of certain of the Company’s foreign subsidiaries in line with local accounting regulations.13e-4c))

~~Top~~Item of8.01 ~~the~~Other ~~Form~~ Events

On January 24, 2005, GXS Corporation issued a press release announcing that on January 20, 2005 it signed a letter agreement to acquire the parent company of G International, Inc. from Francisco Partners, L.P. The acquisition is subject to certain conditions and is expected to close during ~~SIGNATURES~~the second quarter of 2005. The letter agreement and the press release are each filed as exhibits to this Report and are incorporated herein by reference.

~~Pursuant~~Item to9.01 ~~the~~Financial ~~requirements~~Statements ofand ~~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.~~ Exhibits

	GXS Corporation
December 30, 2004	By:	/s/ Bruce E. Hunter
		Name: Bruce E. Hunter
		Title: Senior Vice President, General Counsel and Secretary


Exhibit Number		Description
99.1		Letter Agreement dated as of January 20, 2005, by and among GXS Corporation, Redux Acquisition Holdings, LLC and Redux Holdings, LLC.
99.2		Press release dated January 24, 2005.

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 Corporation
	By:	/s/ Bruce E. Hunter
		Name:	Bruce E. Hunter
Date: January 25, 2005		Title:	Senior Vice President, General Counsel and Secretary

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