February 17, 2006



Mail Stop 4561

T. Curtis Holmes, Jr.
Chief Executive Officer
MetaSolv, Inc.
5556 Tennyson Parkway
Plano, Texas 75024

Re:	MetaSolv, Inc.
	Form 10-K for the Year Ended December 31, 2004
      Filed March 31, 2005
      Form 8-K Filed October 27, 2005
	File No. 0-28129

Dear Mr. Holmes:

      	We have reviewed your response to our letter dated
December
28, 2005 in connection with our review of the filings referenced
above and have the following additional comments.  Please note
that
we have limited our review to only your financial statements and
related disclosures and do not intend to expand our review to
other
portions of your document. We may ask you to provide us with
supplemental information so we may better understand your
disclosure.
Please be as detailed as necessary in your explanation.  After
reviewing this information, we may raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comment or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-K for the Fiscal Year Ended December 31, 2004

Financial Statements
Note 1. Organization and Summary of Significant Accounting
Policies

b) Revenue Recognition, page 47

1. We have considered you response to prior comment number 8 from
our
letter dated December 28, 2005 and, based on additional
information
provided in supplemental telephone conversations, understand that
this response may not include a fully accurate description of the
ways in which renewal PCS is sold, the processes used to establish
PCS renewal rates, and the manner in which you establish VSOE for
PCS.  Accordingly, please review and clarify that response to the
extent you consider appropriate.

2. For arrangements involving multiple elements, revise your
disclosure to describe, in reasonable detail, how you establish
VSOE
for individual elements.

Form 8-K, filed October 27, 2005

3. We have considered the example disclosure provided in your
response to prior comment number 17 from our letter dated December
28, 2005 and do not believe it adequately addresses the matters
raised in that comment.  In this regard, the disclosure appears to
be
generic in nature and does not appear to provide specific,
substantive disclosure with respect to either the measures
presented
or the adjustments made in arriving at those measures.  As
examples,
we note the following:

* You do not appear to provide any discussion regarding the
economic
substance behind your decision to use the measures;

* While you indicate that there are material limitations to the
measures, you do not explain what those limitations are;

* You do not explain the ways in which you compensate for the
limitations when using the measures;

* You do not provide meaningful information regarding why you
believe
the non-GAAP measures are useful to investors;

* You do not explain why it is meaningful and useful to exclude
certain recurring costs while including revenue produced as a
result
of those costs;

* You do not explain why it is useful to remove cash costs from a
performance, as opposed to liquidity, measure; and,

* You do not indicate that you believe the financial impact of the
adjusted items will disappear or become immaterial within a near-
term
finite period.

As indicated in our prior comment number 17 and the FAQ Regarding
the
Use of Non-GAAP Measures, you must meet the burden of
demonstrating
the usefulness of any measure that excludes recurring items,
especially if the measure is used to evaluate performance.


* * * * *

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  Please submit all correspondence and
supplemental
materials on EDGAR as required by Rule 101 of Regulation S-T.  You
may wish to provide us with marked copies of any amendment to
expedite our review.  Please furnish a cover letter with any
amendment that keys your responses to our comments and provides
any
requested information.  Detailed cover letters greatly facilitate
our
review.  Please understand that we may have additional comments
after
reviewing any amendment and your responses to our comments.

      You may contact me at (202) 551-3489 if you have any
questions
regarding these comments.


							Very truly yours,


							Brad Skinner
						Accounting Branch Chief
??

??

??

??

T. Curtis Holmes, Jr.
MetaSolv, Inc.
February 17, 2006
Page 2