Registration No. 333-91435

As filed with the Securities and Exchange Commission on March 5, 2002

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________

FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
_________________________

METASOLV, INC.
(Exact name of registrant as specified in its charter)

Delaware 75-2912166
(State or other Jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)

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

METASOLV, INC.
EMPLOYEE STOCK PURCHASE PLAN

Mr. Glenn Etherington
Chief Financial 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)

CALCULATION OF REGISTRATION FEE

- ----------------------------------------------------------------------------------------------------------------------
Amount to be Amount of
Title of each registered(2) Proposed maximum Proposed maximum registration fee(3)
class of securities offering price per aggregate offering
to be registered(1) share(3) price(3)
- ----------------------------------------------------------------------------------------------------------------------

Common Stock, par value
$.005 per share 704,106 $6.06 $4,266,882 $393
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(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan described herein.

(2) This Registration Statement includes any additional shares of the
registrant's Common Stock that may be issued pursuant to antidilution provisions
contained in the plan.

(3) Pursuant to Rule 457(h), the registration fee was computed on the basis of
the average of the high and low prices of the registrant's Common Stock on the
NASDAQ National Market on February 27, 2002.

PART II

INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT

This Registration Statement on Form S-8 relating to the Registrant's
Employee Stock Purchase Plan is being filed to register additional securities of
the same class as other securities for which an earlier-filed registration
statement on Form S-8 relating to the Employee Stock Purchase Plan is effective.
Pursuant to Instruction E of Form S-8, the contents of such earlier registration
statement, as amended by Post Effective Amendment No. 1 to such registration
statement, file no. 333-91435, which were filed with the Commission on November
22, 1999 and January 2, 2001, respectively, are incorporated by reference in
this Form S-8 Registration Statement.

SIGNATURES

The Registrant. Pursuant to 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 for filing on Form S-8 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 the 28/th/ day of
February, 2002.

MetaSolv, Inc.

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

POWER OF ATTORNEY

Know all men by these presents, that each person whose signature appears
below constitutes and appoints James P. Janicki and Glenn Etherington, and each
of them singly, his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities (including his capacity as a director and/or
officer of MetaSolv, Inc.) to sign any and all amendments (including
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, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, 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 their or his substitute or substitutes, may lawfully
do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, the undersigned have executed this power of attorney on
the dates as set forth below.

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

Chief Executive Officer and February 28, 2002
/s/ James P. Janicki
- -------------------------------
James P. Janicki Director (Principal Executive Officer)

Chief Financial Officer (Principal February 28, 2002
/s/ Glenn A. Etherington
- -------------------------------
Glenn A. Etherington Financial and Accounting Officer)

President, Chief Operating Officer and February 28, 2002
/s/ T. Curtis Holmes, Jr.
- -------------------------------
T. Curtis Holmes, Jr. Director

/s/ Royce J. Holland February 28, 2002
- -------------------------------
Royce J. Holland Director

/s/ Lawrence J. Bouman February 28, 2002
- -------------------------------
Lawrence J. Bouman Director

/s/ John D. Thornton February 28, 2002
- -------------------------------
John D. Thornton Director

/s/ John W. White February 28, 2002
- -------------------------------
John W. White Director

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in their
respective capacities on the dates as set forth below.

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

/s/ JAMES P. JANICKI Chief Executive Officer and February 28, 2002
- ---------------------------- Director (Principal Executive Officer)
James P. Janicki

/s/ GLENN A. ETHERINGTON Chief Financial Officer (Principal Financial and February 28, 2002
- ---------------------------- Accounting Officer)
Glenn A. Etherington

/s/ T. CURTIS HOLMES, JR. President, Chief Operating Officer and February 28, 2002
- ---------------------------- Director
T. Curtis Holmes, Jr.

/s/ ROYCE J. HOLLAND Director February 28, 2002
- ----------------------------
Royce J. Holland

/s/ LAWRENCE J. BOUMAN Director February 28, 2002
- ----------------------------
Lawrence J. Bouman

/s/ JOHN D. THORNTON Director February 28, 2002
- ----------------------------
John D. Thornton

/s/ JOHN W. WHITE Director February 28, 2002
- ----------------------------
John W. White

The Plan. Pursuant to the requirements of the Securities Act of 1933, the
MetaSolv, Inc. Employee Stock Purchase Plan 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 the 28/th/ day of February,
2002.

MetaSolv, Inc.

By: /s/ JAMES P. JANICKI
-----------------------------------
James P. Janicki
Chief Executive Officer
On behalf of its Plan Administrator

EXHIBIT INDEX

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

4.1 Amended and Restated Certificate of Incorporation of
MetaSolv, Inc./1/

4.2 By-Laws of MetaSolv, Inc./2/

4.3 Rights Agreement, dated as of October 24, 2001, between the
Company and Mellon Investor Services, LLC, as Rights Agent,
specifying the terms of the Rights, which includes the form
of Certificate of Designation of Series A Junior
Participating Preferred Stock as Exhibit A, the form of
Right Certificate as Exhibit B and the form of the Summary
of Rights to Purchase Preferred Shares as Exhibit C./3/

4.4 MetaSolv, Inc. Employee Stock Purchase Plan

5 Opinion of Sachnoff & Weaver, Ltd.

23.1 Consent of KPMG LLP

23.2 Consent of Sachnoff & Weaver, Ltd. (included in Exhibit 5)

24 Powers of Attorney (contained on the signature page hereto)

______________________________

/1/ Incorporated by reference herein to Exhibit 3.1 to the Company's
Registration Statement on Form S-3 (File No. 333-67428).
/2/ Filed as an exhibit to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 2000 filed on March 29, 2001.
/3/ Incorporated by reference herein to Exhibit 4.1 to the Company's Current
Report on Form 8-A dated October 24, 2001 (File No. 000-28129).