As filed with the Securities and Exchange Commission on September 14, 2001

Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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AMENDMENT NO. 1
TO
FORM S-3

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

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MetaSolv, Inc.
(Exact name of registrant as specified in its charter)

Delaware 7371 75-2912166

(State or other jurisdiction
of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)

5560 Tennyson Parkway
Plano, Texas 75024
(972) 403-8300
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)

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James P. Janicki
Chief Executive Officer
MetaSolv, Inc.
5560 Tennyson Parkway
Plano, Texas 75024
(972) 403-8300
(Name, address, including zip code, and telephone number, including area code,
of agent for service)

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Copies to:

Jonathan K. Hustis Jeffrey A. Chapman
General Counsel Michael M. Monroe
MetaSolv, Inc. Vinson & Elkins L.L.P.
5560 Tennyson Parkway 3700 Trammell Crow Center
Plano, Texas 75024 2001 Ross Avenue
(972) 403-8300 Dallas, Texas 75201-2975
(214) 220-7700

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Approximate date of commencement of proposed sale to the public: As soon as
practicable after this registration statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]

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The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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366,666 Shares of Common Stock

MetaSolv, Inc.

5560 Tennyson Parkway
Plano, Texas 75024
(972) 403-8300

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This prospectus relates to the offer and sale by the selling stockholders
identified in this prospectus (each a "Selling Stockholder" and collectively
the "Selling Stockholders") of up to 366,666 shares of our common stock. We are
not selling any shares of our common stock in this offering, and we will not
receive any proceeds from the sale. The Selling Stockholders and any of their
respective pledgees, assignees and successors-in-interest may, from time to
time, sell any or all of their respective shares of our common stock on any
stock exchange, market or trading facility on which the shares are traded or in
private transactions. These sales may be at fixed or negotiated prices. The
Selling Stockholders may use one or more methods when selling shares of our
common stock, as more fully described in this prospectus under "Plan of
Distribution."

The Selling Stockholders can acquire the shares of our common stock covered
by this prospectus upon the exchange of the exchangeable shares of capital
stock of MetaSolv Canada Holdings Inc., our wholly-owned subsidiary
incorporated under the laws of Nova Scotia ("MCH"), which are to be issued by
MCH pursuant to the terms of the Share Purchase Agreement dated July 20, 2001,
by and among MetaSolv, Inc., MetaSolv Canada Inc., MCH, LAT45 Information
Systems Inc. ("LAT45"), each of the shareholders of LAT45 and each of Joseph
Hatchuel, Toufik Abdallah, Serge Bouhadana and Jean-Nicolas Guet. The exchange
of the exchangeable shares of MCH for our common stock is governed by the terms
of the exchangeable shares and by the Exchange Agreement dated July 20, 2001, by
and among MetaSolv, Inc., MetaSolv Canada Inc., MCH and each of the shareholders
of LAT45. The terms of the exchangeable shares and copies of the Share Purchase
Agreement and the Exchange Agreement are included as exhibits to the
registration statement of which this prospectus is a part. In connection with
the transactions contemplated by the Share Purchase Agreement, we agreed to
register the shares of our common stock covered by this prospectus pursuant to
the Registration Rights Agreement dated July 20, 2001, as amended, by and among
MetaSolv, Inc., each of the shareholders of LAT45 and Joseph Hatchuel, as
shareholders' representative, which Registration Rights Agreement and related
amendments are also included as an exhibit to the registration statement.

Our common stock is quoted on The Nasdaq Stock Market under the symbol
"MSLV." On September 10, 2001, the last reported sale price for our common stock
on The Nasdaq Stock Market was $5.74.

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Investing in our common stock involves risks. See "Risk Factors" beginning on
page 2.

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Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these shares of stock or determined
if this prospectus is truthful or complete. Any representation to the contrary
is a criminal offense.

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The date of this prospectus is September 14, 2001

TABLE OF CONTENTS

Page
----

The Company............................................................. 1
Recent Developments..................................................... 1
Risk Factors............................................................ 2
Forward-Looking Statements.............................................. 9
Use of Proceeds......................................................... 9
Description of Capital Stock............................................ 9
Selling Stockholders.................................................... 11
Plan of Distribution.................................................... 12
Legal Matters........................................................... 13
Experts................................................................. 13
Where You Can Find More Information..................................... 13
Incorporation of Documents by Reference................................. 14

Additional information about us is incorporated in this prospectus by
reference to our reports filed with the SEC. See "Where You Can Find More
Information." You are urged to read this prospectus, including "Risk Factors,"
and our SEC reports in their entirety. All references to "MetaSolv," "we,"
"us," or "our," mean MetaSolv, Inc., and its subsidiaries.

THE COMPANY

MetaSolv is a leading provider of software designed to make it easier for
communications service providers to take, manage and fulfill orders for service
from their customers. These communications service providers offer a full array
of communications services including local and long-distance voice services,
high-speed data services and Internet services, often as a bundled offering. We
derive substantially all of our revenue from the sale of licenses, related
professional services, and maintenance and support of our MetaSolv Solution(TM)
packaged software to these convergent communications service providers.

RECENT DEVELOPMENTS

On July 20, 2001, MCH acquired all of the outstanding shares of capital stock
of Montreal-based LAT45, a developer of geospatial software for planning, design
and management of communications networks. As set forth in the Share Purchase
Agreement dated July 20, 2001, the consideration paid to the LAT45 shareholders
in connection with the acquisition consisted of approximately $6.2 million in
cash and 366,666 exchangeable shares of MCH. In accordance with their terms, the
exchangeable shares of MCH may be exchanged by the holders of the shares for a
period of five years. In addition, the shareholders of LAT45 are eligible to
receive up to an additional $2 million in cash upon the completion of certain
revenue milestones prior to December 31, 2001, and the absence of any
misrepresentation or breach of warranty within one year from the closing of the
acquisition.

RISK FACTORS

The Communications Market is Changing Rapidly, and Failure to Anticipate and
React to the Rapid Change Could Result in Loss of Customers or Wasteful
Spending

Over the last decade, the market for communications products and services
has been characterized by rapid technological developments, evolving industry
standards, dramatic changes in the regulatory environment, emerging companies
and frequent new product and service introductions. Our future success depends
largely on our ability to enhance our existing products and services and to
introduce new products and services that are capable of adapting to changing
technologies, industry standards, regulatory changes and customer preferences.
If we are unable to successfully respond to these changes or do not respond in
a timely or cost-effective way, our sales could decline and our costs for
developing competitive products could increase.

New technologies, services or standards could require significant changes in
our business model, development of new products or provision of additional
services. New products and services may be expensive to develop and may result
in our encountering new competitors in the marketplace. Furthermore, if the
overall market for order processing, management and fulfillment software grows
more slowly than we anticipate, or if our products and services fail in any
respect to achieve market acceptance, our revenues would be lower than we
anticipate and operating results and financial condition could be materially
adversely affected.

The Communications Industry is Experiencing Consolidation, Which May Reduce
the Number of Potential Customers for Our Software

The North American communications industry has experienced significant
consolidation. In the future, there may be fewer potential customers requiring
operations support systems and related services, increasing the level of
competition in the industry. In addition, larger, consolidated communications
companies have strengthened their purchasing power, which could create pressure
on the prices we charge and the margins we realize. These companies are also
striving to streamline their operations by combining different communications
systems and the related operations support systems into one system, reducing
the number of vendors needed. Although we have sought to address this situation
by continuing to market our products and services to new customers and by
working with existing customers to provide products and services that they need
to remain competitive, we cannot be certain that we will not lose customers as
a result of industry consolidation.

Our Customers' Financial Strength, Their Ability to Obtain Financing and the
Recent Downturn in the Communications Industry May Lead to Lower Sales and
Decreased Profitability

Many of our customers are small to medium sized competitive communications
service providers with limited operating histories. Many of these customers are
not profitable and highly dependent on private sources of venture capital to
fund their operations. During the last half of 2000 and this year, many
competitive communications service providers have been unable to obtain
sufficient funds to continue expansion of their business. During the same
period, many communications companies have encountered significant difficulties
in achieving their business plans and financial projections, and it is possible
that this downturn in the communications industry could continue for an
indefinite period of time. The downturn in the communications industry and the
inability of many communications companies to raise capital have resulted in a
decrease in the number of potential customers that are capable of purchasing
our software, a delay by some of our existing customers in purchasing
additional products, delays in payments by existing customers, or failure to
pay for our products. We cannot be certain that market conditions will not
continue to affect the ability of these customers to obtain adequate financing
for capital expenditures. Because we currently derive all of our revenue from
the licensing, related professional services and maintenance and support of our
MetaSolv Solution software products, if our customers are unable to obtain
adequate financing, sales of our software could suffer. The failure to continue
to increase revenue related to our software would adversely affect our
operating results and financial condition. In addition, adverse market
conditions and limitations on the ability of our current customers to obtain
adequate financing could adversely affect our ability to collect outstanding
accounts

receivable resulting in increased bad debt losses and a decrease in our overall
profitability. Any of our current customers who cease to be viable business
operations would no longer be a source of maintenance revenue, or revenue from
sales of additional MetaSolv license or services products, and this could
adversely affect our profitability.

We Rely on a Limited Number of Customers for a Significant Portion of Our
Revenue

A significant portion of revenue each quarter is derived from a relatively
small number of large sales. The amount of revenue we derive from a specific
customer is likely to vary from period to period, and a major customer in one
period may not produce significant additional revenue in a subsequent period.
During the year 2000, our top ten customers accounted for 27% of our total
revenue, compared to 44% during the year 1999. No single customer accounted for
more than 5% of total revenue in 2000. However, to the extent that any major
customer terminates its relationship with us, our revenue could be adversely
affected. While we believe that the loss of any single customer would not
seriously harm our overall business or financial condition, our inability to
consummate one or more substantial sales in any future period could seriously
harm our operating results for that period.

Competition from Larger, Better Capitalized or Emerging Competitors for the
Communications Products and Services that We Offer Could Result in Price
Reductions, Reduced Gross Margins and Loss of Market Share

Competition in the communications products market is intense. Although we
compete against other companies selling communications software and services,
the in-house development efforts of our customers may also result in our making
fewer sales. We expect competition to persist and intensify in the future. We
cannot be certain that we will be able to compete successfully with existing or
new competitors, and increased competition could result in price reductions,
reduced gross margins and loss of market share.

Competitors vary in size and scope, in terms of products and services
offered. We encounter direct competition from several vendors, including Eftia
OSS Solutions, Granite Systems, Telcordia Technology, and Wisor Telecom. We
compete indirectly with large equipment vendors like Nortel Networks and ADC
Telecommunications, since their respective acquisitions of Architel and
CommTech Corp. We also compete with systems integrators and with the
information technology departments of large communications service providers.
Finally, we are aware of communications service providers, software developers,
and smaller entrepreneurial companies that are focusing significant resources
on developing and marketing products and services that will compete with
MetaSolv. We anticipate continued growth in the communications industry and the
entrance of new competitors in the order processing, management and fulfillment
software market. We believe that the market for our products and services will
remain intensely competitive.

Some of our current competitors have longer operating histories, a larger
customer base, greater brand recognition and greater financial, technical,
marketing and other resources than we do. This may place us at a disadvantage
in responding to our competitors' pricing strategies, technological advances,
advertising campaigns, strategic alliances and other initiatives. In addition,
many of our competitors have well-established relationships with our current
and potential customers and have extensive knowledge of our industry. As a
result, our competitors may be able to respond more quickly to new or emerging
technologies and changes in customer requirements. They may also be able to
devote more resources to the development, promotion and sale of their products
and services than we can. To the extent that our competitors offer customized
products that are competitive with our more standardized product offerings, our
competitors may have a substantial competitive advantage, which may cause us to
lower our prices and realize lower margins.

Current and potential competitors also have established or may establish
cooperative relationships among themselves or with others to increase their
ability to address customer needs. Accordingly, it is possible that new
competitors or alliances among competitors may emerge and rapidly acquire
significant market share. In addition, some of our competitors may develop
products and services that are superior to, or have greater market acceptance
than, the products and related services that we offer.

If the Internet and Internet-Based Services Growth Slows, Demand for Our
Products May Fall

Our success depends heavily on the Internet being accepted and widely used
as a medium of commerce and communication. The growth of the Internet has
driven changes in the public communications network and has given rise to the
growth of the next-generation service providers who are our core customers.
Rapid growth in the use of the Internet and on-line services is a recent
phenomenon, and it may not continue. If use of the Internet does not continue
to grow or grows more slowly than expected, the market for software that
manages communications over the Internet may not develop and our sales would
be adversely affected. Consumers and businesses may reject the Internet as a
viable commercial medium for a number of reasons, including potentially
inadequate network infrastructure, slow development of technologies or
insufficient commercial support. The Internet infrastructure may not be able
to support the demands placed on it by increased usage and bandwidth
requirements. In addition, delays in the development or adoption of new
standards and protocols required to handle increased levels of Internet
activity, or increased government regulation, could cause the Internet to lose
its viability as a commercial medium. Even if the required infrastructure,
standards, protocols or complementary products, services or facilities are
developed, we may incur substantial expense adapting our solutions to changing
or emerging technologies.

Changes in Communications Regulation Could Adversely Affect Our Customers
and May Lead to Lower Sales

Our customers are subject to extensive regulation as communications service
providers. Changes in legislation or regulation that adversely affect our
existing and potential customers could lead them to spend less on order
processing, management and fulfillment software, which would reduce our
revenues, which in turn could seriously affect our business and financial
condition.

We Rely on Sales of Our MetaSolv Solution Products and Related Services for
Our Revenue

We currently derive all of our revenue from the licensing, related
professional services and maintenance and support of our MetaSolv Solution
software products, previously known as Telecom Business Solution. We expect
that we will continue to depend on revenue related to new and enhanced
versions of our software for the foreseeable future. We cannot be certain that
we will be successful in upgrading and marketing our software or that we will
successfully develop and market new products or services. Failure to continue
to increase revenue related to our software or to generate revenue from new
products and services would adversely affect our operating results and
financial condition.

If We Fail to Accurately Estimate the Resources Necessary to Complete Any
Fixed-Price Contract, Or If We Fail to Meet Our Performance Obligations, We
May Be Required to Absorb Cost Overruns and We May Suffer Losses On Projects

In addition to time and materials contracts, we have periodically entered
into fixed-price contracts for software implementation, and we may do so in
the future. These fixed-price contracts involve risks because they require us
to absorb possible cost overruns. Our failure to accurately estimate the
resources required for a project or our failure to complete our contractual
obligations in a manner consistent with the project plan would likely cause us
to have lower margins or to suffer a loss on such a project, which would
negatively impact our operating results. On occasion we have been required to
commit unanticipated additional resources to complete projects. We may
experience similar situations in the future.

Our Quarterly Operating Results Can Vary Significantly and May Cause Our
Stock Price to Fluctuate

Our quarterly operating results can vary significantly and are difficult to
predict. As a result, we believe that period-to-period comparisons of our
results of operations are not a good indication of our future performance. It
is likely that in some future quarter or quarters our operating results will
be below the expectations of public market analysts or investors. In such an
event, the market price of our common stock may decline significantly. A
number of factors are likely to cause our quarterly results to vary,
including:

. The overall level of demand for communications services by consumers and
businesses and its effect on demand for our products and services by our
customers;

. Our customers' willingness to buy, rather than build, order processing,
management and fulfillment software;

. The timing of individual software orders, particularly those of our
major customers involving large license fees that would materially
affect our revenue in a given quarter;

. The introduction of new communications services and our ability to react
quickly compared to our competitors;

. Our ability to manage costs, including costs related to professional
services and support services;

. The utilization rate of our professional services employees and the
extent to which we use third party subcontractors to provide consulting
services;

. Costs related to possible acquisitions of other businesses;

. Our ability to collect outstanding accounts receivable from very large
product licenses;

. Innovation and introduction of new technologies, products and services
in the communications and information technology industries; and

. Costs related to the expansion of our operations.

We forecast the volume and timing of orders for our operational planning,
but these forecasts are based on many factors and subjective judgments, and we
cannot assure their accuracy. We have hired and trained a large number of
personnel in core areas, including product development and professional
services, based on our forecast of future revenues. As a result, significant
portions of our operating expenses are fixed in the short term. Therefore,
failure to generate revenue according to our expectations in a particular
quarter could have an immediate negative effect on results for that quarter.

Our quarterly revenue is dependent, in part, upon orders booked and
delivered during that quarter. We expect that our sales will continue to
involve large financial commitments from a relatively small number of
customers. As a result, the cancellation, deferral, or failure to complete the
sale of even a small number of licenses for our products and related services
may cause our revenues to fall below expectations. Accordingly, delays in the
completion of sales near the end of a quarter could cause quarterly revenue to
fall substantially short of anticipated levels. Significant sales may also
occur earlier than expected, which could cause operating results for later
quarters to compare unfavorably with operating results from earlier quarters.

Some contracts for software licenses may not qualify for revenue
recognition upon product delivery. Revenue may be deferred when there are
significant elements required under the contract that have not been completed,
there are express conditions relating to product acceptance, there are
deferred payment terms, or when collection is not considered probable. With
these uncertainties we may not be able to predict accurately when revenue from
these contracts will be recognized.

In Order to Generate Increased Revenue, We Need to Expand Our Sales and
Distribution Capabilities

We must expand our direct and indirect sales operations to increase market
awareness of our products and to generate increased revenue. We cannot be
certain that we will be successful in these efforts. Our products and services
require a sophisticated sales effort targeted at the senior management of our
prospective customers. New hires will require training and take time to
achieve full productivity. We cannot be certain that our recent hires will
become as productive as necessary or that we will be able to hire enough
qualified individuals in the future. We also plan to expand our relationships
with systems integrators and other third-party resellers to build an indirect
sales channel. Failure to expand these sales channels could adversely affect
our revenues and operating results. In addition, we will need to manage
potential conflicts between our direct sales force and third-party reselling
efforts.

We Depend on Certain Key Personnel, and the Loss of Any Key Personnel Could
Affect Our Ability to Compete

We believe that our success will depend on the continued employment of our
senior management team and key technical personnel. This dependence is
particularly important to our business because personal relationships are a
critical element of obtaining and maintaining business contacts with our
customers. Our senior management team and key technical personnel would be very
difficult to replace and the loss of any of these key employees could seriously
harm our business. In addition, we currently do not have non-compete agreements
in place, and if any of these key employees were to join a competitor or form a
competing company, some of our customers might choose to use the products or
services of that competitor or of a new company instead of ours.

Our Ability to Attract, Train and Retain Qualified Employees is Crucial to
Results of Operations and Future Growth; Management Turnover Could Affect Our
Ability to Achieve Operating Results

As a company focused on the development, sale and delivery of software
products and related services, our personnel are our most valued assets. Our
future success depends in large part on our ability to hire, train and retain
software developers, systems architects, project managers, communications
business process experts, systems analysts, trainers, writers, consultants and
sales and marketing professionals of various experience levels. Skilled
personnel are in short supply, and this shortage is likely to continue. As a
result, competition for these people is intense, and the industry turnover rate
for them is high. Any inability to hire, train and retain a sufficient number
of qualified employees could hinder the growth of our business.

We have undergone significant management changes during the last twelve
months and may experience additional management changes in the future. New
managers typically bring new strengths to our business, but their short tenure
with the us could affect our ability to execute business plans and achieve our
planned operating results.

Our Future Success Depends on Our Continued Use of Strategic Relationships
to Implement and Sell Our Products

We have entered into relationships with third-party systems integrators and
hardware platform and software applications developers. We rely on these third
parties to assist our customers and to lend expertise in large scale, multi-
system implementation and integration projects, including overall program
management and development of custom interfaces for our product. Should these
third parties go out of business or choose not to provide these services, we
may be forced to develop those capabilities internally, incurring significant
expense and adversely affecting our operating margins. In addition, we have
derived and anticipate that we will continue to derive a significant portion of
our revenues from customers that have established relationships with our
marketing and platform alliances. We could lose sales opportunities if we fail
to work effectively with these parties or fail to grow our base of marketing
and platform alliances.

The Expansion of Our Products With New Functionality and to New Customer
Markets May be Difficult and Costly

We plan to invest significant resources and management attention to
expanding our products by adding new functionality and to expanding our
customer base by targeting customers in markets that we have not previously
served. We cannot be sure that expanding the footprint of our products or
selling our products into new markets will generate acceptable financial
results due to uncertainties inherent in entering new markets and in our
ability to execute our plans. Costs associated with our product and market
expansions may be more costly than we anticipate, and demand for our new
products and in new customer markets may be lower than we expect.

Our Planned International Operations May Be Difficult and Costly

We intend to devote significant management and financial resources for our
international expansion. In particular, we will have to attract experienced
management, technical, sales, marketing and support personnel

for our international offices. Competition for these people is intense and we
may be unable to attract qualified staff. International expansion may be more
difficult or take longer than we anticipate, especially due to language
barriers, currency exchange risks and the fact that the communications
infrastructure in foreign countries may be different than the communications
infrastructure in the United States. If we are unable to expand our
international operations successfully and in a timely manner, our expenses
could increase at a greater rate than our revenues, and our operating results
could be adversely affected.

Moreover, international operations are subject to a variety of additional
risks that could adversely affect our operating results and financial
condition. These risks include the following:

. Longer payment cycles;

. Problems in collecting accounts receivable;

. The impact of recessions in economies outside the United States;

. Unexpected changes in regulatory requirements;

. Variable and changing communications industry regulations;

. Trade barriers and barriers to foreign investment, in some cases
specifically applicable to the communications industry;

. Barriers to the repatriation of capital or profits;

. Fluctuations in currency exchange rates;

. Restrictions on the import and export of certain technologies;

. Lower protection for intellectual property rights;

. Seasonal reductions in business activity during the summer months,
particularly in Europe;

. Potentially adverse tax consequences;

. Increases in tariffs, duties, price controls or other restrictions on
foreign currencies; and

. Requirements of a locally domiciled business entity.

Acquisitions or Joint Business Ventures Could Be Difficult to Integrate,
Disrupt Our Business, Dilute Stockholder Value and Adversely Affect Our
Operating Results

Acquisitions and investments in businesses involve significant risks. We may
acquire or invest in companies to expand the footprint of our products or
accelerate growth of our business into new markets, and our failure to
successfully manage these acquisitions or other joint business ventures could
seriously harm our business. Also, our existing stockholders may be diluted if
we finance the acquisitions by issuing equity securities. The risks and
uncertainties associated with acquisitions or investments include:

. Risk that the industry may develop in a different direction than
anticipated and that the technologies we acquire do not prove to be
those needed to be successful in the industry;

. Potential difficulties in completing in-process research and development
projects;

. Difficulty integrating new businesses and operations in an efficient and
effective manner;

. Risks of our customers or customers of the acquired businesses deferring
purchase decisions as they evaluate the impact of the acquisition on our
future product strategy;

. Potential loss of key employees of the acquired businesses; and

. Risk of diverting the attention of senior management from the operation
of our business, and the risks of entering new markets in which we have
limited experience.

Our inability to successfully integrate acquisitions or to otherwise manage
business growth effectively could have a material adverse effect on our
business, results of operations, and financial condition. Future revenues and
profits from acquisitions and investments may fail to achieve expectations.

Our Failure to Meet Customer Expectations or Deliver Error-Free Software
Could Result in Losses and Negative Publicity

The complexity of our products and the potential for undetected software
errors increase the risk of claims and claim-related costs. Due to the mission-
critical nature of order processing, management and fulfillment software,
undetected software errors are of particular concern. The implementation of our
products, which we accomplish through our professional services division and
with our alliance partners, typically involves working with sophisticated
software, computing and communications systems. If our software contains
undetected errors or we fail to meet our customers' expectations or project
milestones in a timely manner, we could experience:

. Delayed or lost revenues and market share due to adverse customer
reaction;

. Loss of existing customers;

. Negative publicity regarding us and our products, which could adversely
affect our ability to attract new customers;
. Expenses associated with providing additional products and customer
support, engineering and other resources to a customer at a reduced
charge or at no charge;

. Claims for substantial damages against us, regardless of our
responsibility for any failure;

. Increased insurance costs; and

. Diversion of development and management time and resources.

Our licenses with customers generally contain provisions designed to limit
our exposure to potential claims, such as disclaimers of warranties and
limitations on liability for special, consequential and incidental damages. In
addition, our license agreements usually cap the amounts recoverable for
damages to the amounts paid by the licensee to us for the product or services
giving rise to the damages. However, we cannot be sure that these contractual
provisions will protect us from additional liability. Furthermore, our general
liability insurance coverage may not continue to be available on reasonable
terms or in sufficient amounts to cover one or more large claims, or the
insurer may disclaim coverage as to any future claim. The successful assertion
of any large claim against us could adversely affect our operating results and
financial condition.

Our Limited Ability to Protect Our Proprietary Technology May Adversely
Affect Our Ability to Compete, and We May Be Found to Infringe on the
Proprietary Rights of Others

Our success depends in part on our proprietary software technology. We rely
on a combination of patent, trademark, trade secret and copyright law and
contractual restrictions to protect our technology. We cannot guarantee that
the steps we have taken to protect our proprietary rights will be adequate to
deter misappropriation of our intellectual property, and we may not be able to
detect unauthorized use and take appropriate steps to enforce our intellectual
property rights. If third parties infringe or misappropriate our copyrights,
trademarks, trade secrets or other proprietary information, our business could
be seriously harmed. In addition, although we believe that our proprietary
rights do not infringe on the intellectual property rights of others, other
parties may assert infringement claims against us or claim that we have
violated their intellectual property rights. Claims against us, either
successful or unsuccessful, could result in significant legal and other costs
and may be a distraction to management. We currently focus on intellectual
property protection within the United States. Protection of intellectual
property outside of the United States will sometimes require additional filings
with local patent, trademark, or copyright offices, as well as the
implementation of contractual or license terms different from those used in the
United States. Protection of intellectual property in many foreign countries is
weaker and less reliable than in the United States. If our business expands
into foreign countries, costs and risks associated with protecting our
intellectual property abroad will increase.

FORWARD-LOOKING STATEMENTS

From time to time, information provided by us, statements made by our
employees or information included in our filings with the Securities and
Exchange Commission, including this prospectus, may contain certain "forward-
looking" information, as that term is defined by the Private Securities
Litigation Reform Act of 1995 (the "Act"). Statements that describe future
market conditions, future revenues, future profitability or company plans are
forward-looking statements. The words "expects," "anticipates," "believes" and
similar words generally signify a "forward-looking" statement. These forward-
looking statements are made pursuant to the safe harbor provisions of the Act.
The reader is cautioned that all forward-looking statements are necessarily
speculative and that there are certain risks and uncertainties that could cause
actual events or results to differ materially from those referred to in such
forward-looking statements. Such risks and uncertainties include those in the
section above entitled "Risk Factors." We undertake no obligation to publicly
revise any forward-looking statement due to changes in circumstances after the
date of this report, or to reflect the occurrence of unanticipated events.

USE OF PROCEEDS

We will not receive any proceeds from the sale of the shares of our common
stock offered pursuant to this prospectus.

DESCRIPTION OF CAPITAL STOCK

Our certificate of incorporation authorizes us to issue up to 100,000,000
shares of common stock, par value $.005 per share, and 10,000,000 shares of
preferred stock, par value $.01 per share. The following summary of provisions
of our common stock does not purport to be complete and is subject to, and
qualified in its entirety by, the provisions of our amended and restated
certificate of incorporation, which is included as an exhibit to the
registration statement of which this prospectus is a part, and by the
provisions of applicable law.

As of July 31, 2001, (i) 36,802,505 shares of common stock were issued and
outstanding, (ii) 10,915,459 shares of common stock were subject to, and
reserved for issuance upon, the exercise of warrants and options outstanding and
exercisable and the exchange of the exchangeable shares issued by MCH, and (iii)
no shares of preferred stock were issued or outstanding. The outstanding shares
of our common stock are duly authorized, legally issued, fully paid and
nonassessable. Our board of directors does not currently intend to issue any
shares of preferred stock, although there can be no assurances that the board of
directors will not decide to issue preferred stock in the future.

Common Stock

The holders of our common stock are entitled to one vote for each share held
of record on all matters submitted to a vote of stockholders. The shares of
common stock have no preemptive or conversion rights, redemption rights or
sinking fund provisions. Holders of common stock are entitled to receive
ratably such dividends as may be declared by our board of directors out of
funds legally available therefor. In the event of liquidation or dissolution,
holders of common stock are entitled to share ratably in all assets remaining
after payment of liabilities and the liquidation preference of any preferred
stock that may then be outstanding. Holders of a plurality of the shares of
common stock voting for the election of directors can elect all of the
directors since the holders of the common stock do not have cumulative voting
rights.

Preferred Stock

Our board of directors is authorized, without further action by our
stockholders, to issue preferred stock from time to time in one or more series
and to fix, as to any such series, the voting rights applicable to the series
and the other designations, preferences and special rights as the board of
directors may determine,

including dividend, conversion, redemption and liquidation rights and
preferences. Currently, there are no shares of preferred stock outstanding. The
issuance of shares of preferred stock under certain circumstances could have
the effect of delaying or preventing a change in control of MetaSolv or other
corporate actions. Any issuances of preferred stock, as well as the
availability of authorized and unissued preferred stock, also could adversely
affect the market price of our common stock.

Registrar and Transfer Agent

The registrar and transfer agent for the common stock and preferred stock is
Mellon Investor Services.

SELLING STOCKHOLDERS

This prospectus relates to offers and sales of our common stock by the
Selling Stockholders. The following table sets forth, as of September 13, 2001,
the names of the Selling Stockholders and the number of shares of common stock
that each Selling Stockholder has the right to acquire. Inclusion in the table
below does not imply that any Selling Stockholder will actually offer and sell
any of the shares registered on behalf of the Selling Stockholder. No Selling
Stockholder owns more than one percent of our outstanding common stock.

Shares of Common Stock
Name of Owner Owned Before the Offering
------------- -------------------------

Elie Abboud (1).................................... 71
Nasrallah Abdallah Perihane........................ 2,843
Antonio Arcuri (1)................................. 14,214
B.A.G.H. Technologies Inc.......................... 41,458
Francoise Bellon................................... 142
Francoise Benichou................................. 1,706
David Bitton....................................... 142
Nassim Bouabcha (1)................................ 142
Samuel Bouhadana (1)............................... 4,122
Ghada Boutanios (1)................................ 2,061
Pascal Bouvry (1).................................. 2,748
Jean-Francois Brisson (1).......................... 71
Joseph Cohen....................................... 7,676
Gilbert Cousineau (1).............................. 711
Yves Desrosiers.................................... 426
Charles Elazar..................................... 142
Fiducie Cloalima (2)............................... 59,416
Fiducie Familiale Tousagami (2).................... 59,416
Fiducie Personnel-cle LAT45(2)..................... 2,780
Fiducie Tom-Tom (2)................................ 59,416
Fiducie Yada (2)................................... 59,416
Herve Francois (1)................................. 426
Antoinette Giuffrida (1)........................... 142
Fernando Gutierrez (1)............................. 213
Theodora Hatchuel.................................. 142
Toufik Issad (1)................................... 284
Claude Jean........................................ 569
Benoit Lemieux (1)................................. 5,117
Celine Lessard..................................... 569
Aaron Minciotti (1)................................ 1,635
Sarah Minciotti (1)................................ 4,122
Patrick Murris..................................... 1,137
Paula Oriani (1)................................... 142
Oxhenham International Ltd......................... 7,818
Ginette Pelletier.................................. 142
Sylvain Plourde.................................... 2,843
Gina Ratte......................................... 284
Isabelle Sicotte................................... 5,117
Robert Kimbal Solar................................ 711
Christian St-Po.................................... 569
Abdul Sultani Hafiz................................ 711
Sandrine Tounissoux................................ 1,706
Marie Tremblay (1)................................. 640
Patrice Trudel (1)................................. 8,386
Roland Younes (1).................................. 4,122
--------
Total 366,666

(1) Each of these Selling Stockholders is an employee of LAT45 Information
Systems Inc., our wholly-owned subsidiary, or a wholly-owned subsidiary of
LAT45.

(2) The trustee of each of these Selling Stockholders has the right subject to
the terms and conditions of the Registration Rights Agreement dated July
20, 2001, as amended, to assign its right to register shares of our common
stock under this prospectus to any persons to whom the trustee distributes
exchangeable shares and/or shares of our common stock. Those persons
receiving a distribution of exchangeable shares and/or shares of our common
stock from the trustee are entitled to become Selling Stockholders under
this prospectus and upon, such a distribution by the trustee, we will file
a supplement to this prospectus indicating the name of each additional
Selling Stockholder and the number of shares allowed to be sold by each
additional Selling Stockholder under this prospectus.

Each of the Selling Stockholders will acquire their shares of our common
stock upon exchange of the exchangeable shares of MCH in accordance with the
terms of the exchangeable shares and the Exchange Agreement.

PLAN OF DISTRIBUTION

Subject to the terms and conditions of the Registration Rights Agreement,
the Selling Stockholders and any of their respective pledgees, assignees and
successors-in-interest may, from time to time, sell any or all of their
respective shares of our common stock on any stock exchange, market or trading
facility on which the shares are traded or in private transactions. These sales
may be at fixed or negotiated prices. Each Selling Stockholder may use one or
more of the following methods when selling shares:

. ordinary brokerage transactions and transactions in which the broker-
dealer solicits purchasers;

. block trades in which the broker-dealer will attempt to sell the shares
as agent but may position and resell a portion of the block as principal
to facilitate the transaction;

. purchases by a broker-dealer as principal and resale by the broker-
dealer for the Selling Stockholder's account;

. sales by broker-dealers pursuant to an agreement with the Selling
Stockholder to sell a specified number of such shares at a stipulated
price per share;

. an exchange distribution in accordance with the rules of the applicable
exchange;

. privately negotiated transactions;

. short sales;

. a combination of any such methods of sale; and

. any other method permitted pursuant to applicable law.

The Selling Stockholders may also sell shares under Rule 144 under the
Securities Act of 1933, if available, rather than under this prospectus.

The Selling Stockholders may also engage in short sales against the box,
puts and calls and other transactions in our securities or derivatives of our
securities and may sell or deliver shares in connection with these trades. A
Selling Stockholder may pledge his, her or its shares to their brokers under
the margin provisions of customer agreements. If a Selling Stockholder defaults
on a margin loan, the broker may, from time to time, offer and sell the pledged
shares.

Broker-dealers engaged by a Selling Stockholder may arrange for other
brokers-dealers to participate in sales. Broker-dealers may receive commissions
or discounts from the Selling Stockholders (or, if any broker-dealer acts as
agent for the purchaser of shares, from the purchaser) in amounts to be
negotiated. The Selling Stockholders do not expect these commissions and
discounts to exceed what is customary in the types of transactions involved.

The Selling Stockholders and any broker-dealers or agents that are involved
in selling the shares of our common stock may be deemed to be "underwriters"
within the meaning of the Securities Act of 1933 in connection with these
sales. In this event, any commissions received by the broker-dealers or agents
and any profit on the resale of the shares purchased by them may be deemed to
be underwriting commissions or discounts under the Securities Act.

We are required to pay all fees and expenses incident to the registration of
the shares other than fees and disbursements of counsel to the Selling
Stockholders. We have agreed to indemnify the Selling Stockholders against
certain losses, claims, damages and liabilities, including liabilities under
the Securities Act.

LEGAL MATTERS

Certain legal matters in connection with the offering of the common stock
hereby have been passed upon for us by Vinson & Elkins L.L.P., 2001 Ross
Avenue, Suite 3700, Dallas, Texas.

EXPERTS

The consolidated financial statements and schedule of MetaSolv, Inc. as of
December 31, 2000 and 1999, and for each of the years in the three-year period
ended December 31, 2000, have been incorporated by reference herein and in the
registration statement in reliance upon the report of KPMG LLP, independent
certified public accountants, and upon the authority of that firm as experts in
accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-3 under the
Securities Act of 1933 with respect to the common stock covered by this
prospectus. This prospectus, which forms a part of the registration statement
to which it is a part, omits selected information contained in the registration
statement, and you should refer to the registration statement for further
information with respect to us and our common stock. Statements contained in
this prospectus concerning the provisions or contents of any documents are
necessarily summaries of the documents and each statement is qualified in its
entirety by reference to the copy of the applicable document filed with the
SEC.

We are subject to the information requirements of the Securities Exchange
Act of 1934, and in accordance therewith file periodic reports, proxy
statements and other information with the SEC. You may review and copy any of
those reports, proxy statements and other information, as well as the
Registration Statement, including the exhibits and schedules thereto, at the
public reference facilities maintained by the SEC at Room 1024, Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 and at the regional
offices of the SEC located at 7 World Trade Center, 13th Floor, New York, New
York 10048 and at 500 West Madison Street, Suite 1400, Chicago, Illinois 60661.
Copies of those materials may be obtained from those offices, upon payment of
the fees prescribed by the SEC. You may obtain information on the SEC public
reference facilities by calling 1-800-SEC-0330.

The SEC maintains a web site (http://www.sec.gov) that contains reports,
proxy and information statements and other information regarding registrants,
such as us that submit electronic filings to the SEC. Our common stock is
listed on The Nasdaq Stock Market under the symbol "MSLV," and those reports,
proxy and information statements and certain other information also can be
inspected at the office of Nasdaq Operations, 1735 K Street, NW, Washington, DC
20006. We also maintain a web site at http://www.metasolv.com. The contents of
our web site are not part of this prospectus.

INCORPORATION OF DOCUMENTS BY REFERENCE

The SEC allows us to incorporate by reference in this prospectus information
from other documents that we file with the SEC, which means that we can
disclose important information by referring to those documents. The information
incorporated by reference is considered to be part of this prospectus, and
information that we file later with the SEC will automatically update and
supersede this information. We incorporate by reference the documents listed
below and any future filings we make with the SEC under Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934 before the sale of all the
shares of common stock covered by this prospectus:

. Our Annual Report on Form 10-K for the year ended December 31, 2000;

. Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2001
and June 30, 2001;

. Our Current Reports on Form 8-K dated April 9, 2001, May 22, 2001 and July
10, 2001;

. The description of our common stock contained in our Registration
Statement on Form 8-A, dated November 16, 1999; and

. All other reports filed by us with the SEC in compliance with Sections
13(a) or 15(d) of the Exchange Act since the end of the fiscal year
ended December 31, 2000.

We will deliver to each person receiving this prospectus a copy of any or
all of the information that has been incorporated by reference and not
delivered with this prospectus. You may request a copy of these filings, at no
cost, by writing or telephoning:

MetaSolv, Inc.
5560 Tennyson Parkway
Plano, Texas 75024
Attn: Jonathan K. Hustis
Telephone: (972) 403-8300

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You should rely only on the information contained in this prospectus. We
have not authorized anyone to provide you with information different from that
contained in this prospectus. The statements contained within this prospectus
may only be accurate, true and correct as of the date indicated on the cover
page. The delivery of this prospectus does not, under any circumstances,
create the implication that there has been no change since that date. This
prospectus is not an offer to sell or a solicitation of an offer to buy any
securities other than those registered securities to which the prospectus
relates. Moreover, this prospectus does not constitute an offer to sell or a
solicitation of an offer to buy in any circumstances in which such an offer or
solicitation is unlawful.

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366,666 Shares

METASOLV, INC.

Common Stock

-----------------

PROSPECTUS

-----------------

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. Other Expenses of Issuance and Distribution.

The estimated expenses payable by MetaSolv, Inc. (the "registrant") in
connection with the registration of the common stock offered hereby are as
follows:

SEC registration fee............................................ $ 646
Printing and engraving expenses................................. 5,000
Legal fees and expenses......................................... 5,000
Accounting fees and expenses.................................... 2,500
Transfer agent and registrar fees............................... 500
Miscellaneous expenses.......................................... 100
Total......................................................... 13,746

The Selling Stockholders will not bear any of these expenses.

ITEM 15. Indemnification of Directors and Officers.

Generally, Section 145 of the General Corporation Law of the State of
Delaware (the "DGCL") permits a corporation to indemnify certain persons made a
party to an action, by reason of the fact that such person is or was a
director, officer, employee or agent of the corporation or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation or enterprise. In the case of an action by or in the right
of the corporation, no indemnification may be made in respect of any matter as
to which such person was adjudged liable for negligence or misconduct in the
performance of such person's duty to the corporation unless the Delaware Court
of Chancery or the court in which such action was brought determines that
despite the adjudication of liability such person is fairly and reasonably
entitled to indemnity for proper expenses. To the extent such person has been
successful in the defense of any matter, such person shall be indemnified
against expenses actually and reasonably incurred by him.

Section 102(b)(7) of the DGCL enables a Delaware corporation to include a
provision in its certificate of incorporation limiting a director's liability
to the corporation or its stockholders for monetary damages for breaches of
fiduciary duty as a director. The registrant's Certificate of Incorporation and
Bylaws provide for indemnification of its officers and directors to the full
extent permitted under Delaware law.

We maintain officers' and directors' liability insurance for members of our
Board of Directors and executive officers and we have also entered into
agreements to indemnify our directors and officers.

II-1

ITEM 16. Exhibits and Financial Statement Schedules.

(a) Exhibits

Exhibit
Number Description
------- -----------

**3.1 Amended and Restated Certificate of Incorporation of MetaSolv, Inc.
filed on May 30, 2001.
4.1 Specimen Certificate of the common stock of MetaSolv, Inc.,
incorporated by reference to Exhibit 4.2 of our Registration Statement
on Form S-1 (File No. 333-86937).
**5.1 Legal Opinion of Vinson & Elkins L.L.P.
**10.1 Terms of Exchangeable Shares of MetaSolv Canada Holdings Inc. adopted
as a special resolution by its sole shareholder on July 20, 2001.
**10.2 Share Purchase Agreement dated July 20, 2001, by and among MetaSolv,
Inc., MetaSolv Canada Inc., MetaSolv Canada Holdings Inc., LAT45
Information Systems Inc., each of the shareholders of LAT45
Information Systems Inc. and each of Joseph Hatchuel, Toufik Abdallah,
Serge Bouhadana and Jean-Nicolas Guet.
**10.3 Exchange Agreement dated July 20, 2001, by and among MetaSolv, Inc.,
MetaSolv Canada Inc., MetaSolv Canada Holdings Inc. and each of the
shareholders of LAT45 Information Systems Inc.
**10.4 Registration Rights Agreement dated July 20, 2001, by and among
MetaSolv, Inc., each of the shareholders of LAT45 Information Systems
Inc. and Joseph Hatchuel, as shareholders' representative.
**10.5 Amendment No. 1 to the Registration Rights Agreement dated August 3,
2001, by and between MetaSolv, Inc. and Joseph Hatchuel, as
shareholders' representative.
**10.6 Amendment No. 2 to the Registration Rights Agreement dated August 10,
2001, by and between MetaSolv, Inc. and Joseph Hatchuel, as
shareholders' representative.
**23.1 Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1).
*23.2 Consent of KPMG LLP.
24.1 Power of Attorney (contained on the signature page to this Registration
Statement).

- --------
* Filed herewith.
** Previously filed.

ITEM 17. Undertakings.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Securities Act") may be permitted to directors, officers and
controlling persons of MetaSolv pursuant to the provisions in Item 14 above, or
otherwise, MetaSolv has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
MetaSolv of expenses incurred or paid by a director or officer or controlling
person of MetaSolv in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection with
the securities being registered, MetaSolv will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question of whether such indemnification by it
is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.

MetaSolv undertakes:

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement to include any material
information with respect to the Plan of Distribution not previously disclosed
in the Registration Statement or any material change to such information in the
Registration Statement;

(2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

II-2

(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.

MetaSolv hereby undertakes that, for purposes of determining any liability
under the Securities Act, each filing of MetaSolv's annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

II-3

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements of filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Plano, State of Texas, on September 14,
2001.

METASOLV, INC.

/s/ James P. Janicki
By: _________________________________
James P. Janicki
Chief Executive Officer

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints James P. Janicki and Glenn A. Etherington,
and each of them, his true and law attorneys-in-fact and agents, with full power
of substitution, for him in his name, place and stead, in any and all
capacities, to sign any or all amendments (including pre-or post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and hereby grants to such attorneys-in-fact
and agents and each of them, full power and authority to do and perform each and
every act and things requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or any of them, or his or their
substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or amendment thereto has been signed by the following
persons in the capacities and on the dates indicated:

Signature Title Date
--------- ----- ----

/s/ James P. Janicki Chief Executive Officer September 14, 2001
____________________________________ (Principal Executive
James P. Janicki Officer) and Director

/s/ Glenn A. Etherington Chief Financial Officer September 14, 2001
____________________________________ (Principal Financial and
Glenn A. Etherington Accounting Officer)

/s/ T. Curtis Holmes President, Chief Operating September 14, 2001
____________________________________ Officer and Director
T. Curtis Holmes

/s/ John W. White Chairman of the Board September 14, 2001
____________________________________
John W. White

/s/ Lawrence J. Bouman Director September 14, 2001
____________________________________
Lawrence J. Bouman

/s/ John D. Thornton Director September 14, 2001
____________________________________
John D. Thornton

/s/ Royce J. Holland Director September 14, 2001
____________________________________
Royce J. Holland

II-4

INDEX TO EXHIBITS--[TO BE REVISED]

Exhibit
Number Description
------- -----------

- --------
* Filed herewith.
** Previously filed.