Mail Stop 04-06
										April 19, 2005



Mr. T. Curtis Holmes, Jr.
President and Chief Executive Officer
MetaSolv, Inc.
5556 Tennyson Parkway
Plano, TX 75024

RE:	MetaSolv, Inc.
	Form 8-K filed April 11, 2005
            File No. 000-28129

Dear Mr. Holmes,

       We have the following comments with regard to the above
referenced filing.  We welcome any questions you may have about
our
comments.  Feel free to contact us at the telephone numbers listed
at
the end of this letter.
1. Please provide us with a schedule of your fiscal year end
fourth
quarter adjustments to close the books, or adjustments recorded in
connection with or as a result of the audit.  Clearly explain the
reason for each adjustment.  For each adjustment, show us the
impact
on pre-tax net loss.  Quantify the net effect of all adjustments
on
pre-tax net loss.  Also, tell us why none of the adjustments
relate
to prior period.  Explain in detail why you believe the timing of
each adjustment is appropriate.
2. Provide us with any letter or written communication to and from
the former accountants regarding any reportable events to
management
or the Audit Committee.

We urge all persons who are responsible for the accuracy and
adequacy
of the disclosure in the filings reviewed by the staff to be
certain
that they have provided all information investors require.  Since
the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

 In connection with responding to our comments, please provide, in
writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and

Mr. T. Curtis Holmes, Jr.
President and Chief Executive Officer
MetaSolv, Inc.
April 19, 2005
Page 2


* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

	Please provide the supplemental information requested above
within five business days from the date of this letter.  The
supplemental information should be filed as correspondence on
EDGAR.
The amendment requested in the first comment above should be filed
as
promptly as possible and should be reviewed by the former
accountants.  The letter required by Exhibit 16 should cover the
revised disclosures.  Any questions regarding the above should be
directed to me at (202) 942-2883, or in my absence, to Robert
Benton
at (202) 942-1811.



										Sincerely,



										Stathis Kouninis
						            			Staff
Accountant


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