SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [_]

Check the appropriate box:

[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as Permitted by
Rule 14a-6(e)(2))

[X] Definitive Proxy Statement

[_] Definitive Additional Materials

[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12

METASOLV SOFTWARE, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(5) Total fee paid:

[_] Fee paid previously with preliminary materials.

[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:

Notes:

[Metasolv Software, Inc. Logo]

METASOLV SOFTWARE, INC.
5560 Tennyson Parkway
Plano, Texas 75024

April 14, 2000

TO THE STOCKHOLDERS OF METASOLV SOFTWARE, INC.

Dear Stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders of
MetaSolv Software, Inc. (the "Company"), which will be held at the Company's
headquarters located at 5560 Tennyson Parkway, Plano, Texas 75024, on Tuesday,
May 16, 2000, at 10:00 a.m.

Details of the business to be conducted at the Annual Meeting are given in
the attached Proxy Statement and Notice of Annual Meeting of Stockholders.

It is important that your shares be represented and voted at the meeting.
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE, SIGN,
DATE AND PROMPTLY RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED POSTAGE-PAID
ENVELOPE. Returning the proxy does NOT deprive you of your right to attend the
Annual Meeting. If you decide to attend the Annual Meeting and wish to change
your proxy vote, you may do so automatically by voting in person at the
meeting.

On behalf of the Board of Directors, I would like to express our
appreciation for your continued interest in the affairs of the Company. We
look forward to seeing you at the Annual Meeting.

Sincerely,

/s/ James P. Janicki
James P. Janicki
President, Chief Executive Officer
and Director

[Metasolv Software, Inc. Logo]

METASOLV SOFTWARE, INC.
5560 Tennyson Parkway
Plano, Texas 75024

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be held May 16, 2000

The Annual Meeting of Stockholders (the "Annual Meeting") of MetaSolv
Software, Inc. (the "Company") will be held at the Company's headquarters,
located at 5560 Tennyson Parkway, Plano, Texas, 75024, on Tuesday, May 16,
2000, at 10:00 a.m. for the following purposes:

1. To elect two directors of the Board of Directors to serve until their
three-year term expires or until their successors have been duly elected
and qualified;

2. To ratify the appointment of KPMG LLP as the Company's independent
auditors for the fiscal year ending December 31, 2000; and

3. To transact such other business as may properly come before the meeting
or any adjournments or postponements thereof.

The foregoing items of business are more fully described in the attached
Proxy Statement.

Only stockholders of record at the close of business on March 31, 2000 are
entitled to notice of, and to vote at, the Annual Meeting and at any
adjournments or postponements thereof. A list of such stockholders will be
available for inspection at the Company's headquarters located at 5560
Tennyson Parkway, Plano, Texas, during ordinary business hours for the ten-day
period prior to the Annual Meeting.

BY ORDER OF THE BOARD OF DIRECTORS,

/s/ Jonathan K. Hustis
Jonathan K. Hustis
Vice President--Business Services,
General Counsel and Corporate
Secretary

Plano, Texas
April 14, 2000

IMPORTANT

WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE,
SIGN, DATE AND PROMPTLY RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE. YOU MAY REVOKE YOUR PROXY AT ANY TIME PRIOR TO THE
ANNUAL MEETING. IF YOU DECIDE TO ATTEND THE ANNUAL MEETING AND WISH TO
CHANGE YOUR PROXY VOTE, YOU MAY DO SO AUTOMATICALLY BY VOTING IN PERSON AT
THE MEETING.

METASOLV SOFTWARE, INC.
5560 Tennyson Parkway
Plano, Texas 75024

PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
To be held May 16, 2000

These proxy materials are furnished in connection with the solicitation of
proxies by the Board of Directors of MetaSolv Software, Inc., a Delaware
corporation (the "Company"), for the Annual Meeting of Stockholders (the
"Annual Meeting") to be held at the Company's headquarters, located at 5560
Tennyson Parkway, Plano, Texas 75024, on Tuesday, May 16, 2000, at 10:00 a.m.,
and at any adjournment or postponement of the Annual Meeting. These proxy
materials were first mailed to stockholders on or about April 14, 2000.

PURPOSE OF MEETING

The specific proposals to be considered and acted upon at the Annual
Meeting are summarized in the accompanying Notice of Annual Meeting of
Stockholders. Each proposal is described in more detail in this Proxy
Statement.

VOTING RIGHTS AND SOLICITATION OF PROXIES

The Company's Common Stock is the only type of security entitled to vote at
the Annual Meeting. On March 31, 2000, the record date for determination of
stockholders entitled to vote at the Annual Meeting, there were 35,103,916
shares of Common Stock outstanding. Each stockholder of record on March 31,
2000 is entitled to one vote for each share of Common Stock held by such
stockholder. Shares of Common Stock may not be voted cumulatively. All votes
will be tabulated by the inspector of election appointed for the meeting, who
will separately tabulate affirmative and negative votes, abstentions and
broker non-votes.

Quorum Required

The Company's bylaws provide that the holders of a majority of the
Company's Common Stock issued and outstanding and entitled to vote at the
Annual Meeting, present in person or represented by proxy, shall constitute a
quorum for the transaction of business at the Annual Meeting. Abstentions and
broker non-votes will be counted as present for the purpose of determining the
presence of a quorum.

Votes Required

Proposal 1. Directors are elected by a plurality of the affirmative votes
cast by those shares present in person, or represented by proxy, and entitled
to vote at the Annual Meeting. The two nominees for director receiving the
highest number of affirmative votes will be elected. Abstentions and broker
non-votes will not be counted toward a nominee's total. Stockholders may not
cumulate votes in the election of directors.

Proposal 2. Ratification of the appointment of KPMG LLP as the Company's
independent auditors for the fiscal year ending December 31, 2000 requires the
affirmative vote of a majority of those shares present in person, or
represented by proxy, and cast either affirmatively or negatively at the
Annual Meeting. Abstentions and broker non-votes will not be counted as having
been voted on the proposal.

Proxies

Whether or not you are able to attend the Company's Annual Meeting, you are
urged to complete and return the enclosed proxy, which is solicited by the
Company's Board of Directors and which will be voted as you

direct on your proxy when properly completed. In the event no directions are
specified, such proxies will be voted FOR the Nominees of the Board of
Directors (as set forth in Proposal No. 1), FOR Proposal No. 2, and in the
discretion of the proxy holders as to other matters that may properly come
before the Annual Meeting. You may also revoke or change your proxy at any
time before the Annual Meeting. To do this, send a written notice of
revocation or another signed proxy with a later date to the Secretary of the
Company at the Company's principal executive offices before the beginning of
the Annual Meeting. You may also automatically revoke your proxy by attending
the Annual Meeting and voting in person. All shares represented by a valid
proxy received prior to the Annual Meeting will be voted.

Solicitation of Proxies

The Company will bear the entire cost of solicitation, including the
preparation, assembly, printing, and mailing of this Proxy Statement, the
proxy, and any additional soliciting material furnished to stockholders.
Copies of solicitation material will be furnished to brokerage houses,
fiduciaries, and custodians holding shares in their names that are
beneficially owned by others so that they may forward this solicitation
material to such beneficial owners. In addition, the Company may reimburse
such persons for their costs of forwarding the solicitation material to such
beneficial owners. The original solicitation of proxies by mail may be
supplemented by solicitation by telephone, telegram, or other means by
directors, officers, employees or agents of the Company. No additional
compensation will be paid to these individuals for any such services. Except
as described above, the Company does not presently intend to solicit proxies
other than by mail.

PROPOSAL NO. 1

ELECTION OF DIRECTORS

The Company currently has authorized seven directors. In accordance with
the terms of the Company's Certificate of Incorporation, the Board of
Directors is divided into three classes: Class I, whose term will expire at
the 2000 Annual Meeting; Class II, whose term will expire at the 2001 Annual
Meeting; and Class III, whose term will expire at the 2002 Annual Meeting. At
the 2000 Annual Meeting, two directors will be elected to serve until the
Annual Meeting to be held in 2003 or until his or her respective successor is
elected and qualified. The Board of Directors has selected two nominees as the
nominees for Class I. One of the nominees for the Board of Directors is
currently a director of the Company; both nominees are set forth below. The
proxy holders intend to vote all proxies received by them in the accompanying
form for the nominees for directors listed below. In the event any nominee is
unable or declines to serve as a director at the time of the Annual Meeting,
the proxies will be voted for any nominee who shall be designated by the
present Board of Directors to fill the vacancy. In the event that additional
persons are nominated for election as directors, the proxy holders intend to
vote all proxies received by them for the nominees listed below. As of the
date of this Proxy Statement, the Board of Directors is not aware of any
nominee who is unable or will decline to serve as a director.

Nominees for Term Ending in 2003

Set forth below is information regarding the nominees, including their
ages, the period during which they have served as directors, and information
furnished by them as to principal occupations and directorships held by them
in corporations whose shares are publicly registered.

Director
Name Since Age
---- -------- ---

David R. Semmel.............................................. 1994 42
Royce J. Holland............................................. New 51

Mr. Semmel has served as a director of the Company since January 1994. Mr.
Semmel has been a member of the general partner of Kettle Partners, LP, a
venture capital fund focusing on Internet and telecommunications investments
since its inception in 1997. Mr. Semmel has been a principal of the general
partner of Pangaea, LP, an equity hedge fund, since its inception in 1993. He
has been the general partner of Pangaea Partners, LP, an investment
partnership, since 1988.

Mr. Holland has been a Co-founder, Chairman of the Board, and CEO of
Allegiance Telecom, since its inception in 1997. Previously, Mr. Holland was
at MFS Communications Company, Inc., as a Co-founder and a Director from its
inception in 1988, and also as President from 1990, through the completion of
its merger with WorldCom in December 1996. In January 1993, Mr. Holland was
appointed by President George Bush to the National Security Telecommunications
Advisory Committee. Mr. Holland has over twenty-five years experience in the
telecommunications, independent power and engineering/construction industries.
He serves as a director of the following companies in addition to Allegiance:
Choice One Communications, CompleTel, CSG Systems International.

Set forth below is information regarding the continuing directors of the
Company, including their ages, the period in which they have served as
directors, and information furnished by them as to principal occupations and
directorships held by them in corporations whose shares are publicly
registered.

Director
Name Since Age
---- -------- ---

James P. Janicki............................................. 1994 44
John W. White................................................ 1998 60
William N. Sick.............................................. 1992 64
John D. Thornton............................................. 1996 34
Barry F. Eggers.............................................. 1998 36

James P. Janicki co-founded MetaSolv in July 1992 and since such time has
served in various capacities. Mr. Janicki was appointed Chief Executive
Officer in May 1999. He has served as President and a director of MetaSolv
since April 1994. From June 1982 to July 1992, Mr. Janicki was at Texas
Instruments where he served in many capacities, including as the manager of
the Texas Instruments' CASE consulting practice from July 1987 to August 1990
and as the manager of the Template software business from August 1990 until
July 1992. Texas Instruments develops and manufactures semiconductors and
other products in the electrical and electronics industry. Mr. Janicki is the
husband of Ms. Brown, our Vice President-Marketing.

John W. White has been a member of MetaSolv's Board of Directors since
December 1998 and Chairman of the Board of Directors since August 1999. Mr.
White was Vice President and Chief Information Officer for Compaq Computer, a
developer and marketer of computer hardware and software, from February 1994
to October 1998, where he served as a member of the executive management team
for Compaq, overseeing their worldwide information systems activities. Prior
to February 1994, Mr. White was President of the Information Technology Group
and Chief Information Officer for Texas Instruments. Mr. White serves as a
director of Citrix, a provider of server-based computing solutions.

William N. Sick, Jr. co-founded MetaSolv and has been a member of
MetaSolv's Board of Directors since July 1992. Mr. Sick is co-manager of the
manager of Signature Capital, a venture capital firm, and Chairman, President
and Chief Executive Officer of Business Resources International, Inc., a
business services firm. He has held these positions since April 1997 and
September 1989, respectively. He formerly was Chairman of Aware, Chief
Executive Officer of American National Can Company and President of Texas
Instruments Semiconductor Group.

John D. Thornton has been a member of MetaSolv's Board of Directors since
June 1996. Mr. Thornton is a General Partner of Austin Ventures, a venture
capital firm, where he has been employed since 1991. Mr. Thornton serves as a
director of Vignette, a developer of Internet relationship management
software, and Mission Critical Software, a developer of enterprise-scale
Windows NT systems administration and management software products.

Barry F. Eggers has been a member of MetaSolv's Board of Directors since
June 1998. Mr. Eggers has been a general partner of Weiss, Peck & Greer
Venture Partners since February 1997. Prior to joining Weiss, Peck & Greer
Venture Partners, a venture capital firm, he served in several capacities at
Cisco Systems, a worldwide leader in networking for the Internet, including
Director of Business Development and Director of Field Operations for the
company's ATM Business Unit.

Board of Directors Meetings and Committees

During the fiscal year ended December 31, 1999, the Board of Directors held
twelve (12) meetings. For the fiscal year, each of the directors during the
term of his or her tenure attended or participated in at least 75% of the
aggregate of (i) the total number of meetings or actions by written consent of
the Board of Directors and (ii) the total number of meetings held by all
committees of the Board of Directors on which each such director served. The
Board of Directors has two (2) standing committees: the Audit Committee and
the Compensation Committee.

During the fiscal year ended December 31, 1999, the Audit Committee of the
Board of Directors held one (1) meeting. The Audit Committee reviews, acts on
and reports to the Board of Directors with respect to various auditing and
accounting matters, including the selection of the Company's independent
accountants, the scope of the annual audits, fees to be paid to the
independent accountants, the performance of the Company's independent
accountants and the accounting practices of the Company. The members of the
Audit Committee are Mr. Thornton and Mr. Eggers.

During the fiscal year ended December 31, 1999, the Compensation Committee
of the Board of Directors held no formal meetings, but acted by written
consent on eight (8) occasions. The Compensation Committee

establishes salaries, incentives and other forms of compensation for officers
and other employees of the Company and administers the incentive compensation
and benefit plans of the Company. The members of the Compensation Committee
are Mr. Sick and Mr. Thornton.

Director Compensation

Non-employee directors receive $1,500 for each Board of Directors or
standing committee meeting attended in person, and $200 per meeting attended
by teleconference. All directors are reimbursed for reasonable expenses
incurred by them in attending Board of Directors and committee meetings.

Each non-employee director (other than venture capital investors and
founders who hold Company stock) will be granted an option to purchase up to
30,000 shares of the Company's Common Stock (up to 10,000 shares for each
completed year of his or her term) under the Long-Term Incentive Plan on the
date of the Annual Meeting, or, if later, on the date he or she is elected to
the Board of Directors. Each option will have an exercise price equal to the
fair market value of the Company's Common Stock on the date of grant, will
have a term to be determined by the Compensation Committee and will generally
terminate within a specified time, as defined in the Long-Term Incentive Plan,
following the date the option holder ceases to be a director. Each continuing
non-employee director will receive an additional award of a formula option of
up to 30,000 shares upon each subsequent election to the Board of Directors.
Each option will vest in equal annual installments over the term of the
director.

Recommendation of the Board of Directors

The Board of Directors recommends a vote "FOR" the nominees listed herein.

STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of February 29, 2000, certain
information with respect to shares beneficially owned by (i) each person who
is known by the Company to be the beneficial owner of more than five percent
of the Company's outstanding shares of Common Stock, (ii) each of the
Company's directors and the executive officers named in the Summary
Compensation Table and (iii) all current directors and executive officers as a
group. Each person named below has an address in care of the Company's
principal executive offices. Beneficial ownership has been determined in
accordance with Rule 13d-3 under the Exchange Act. Under this rule, certain
shares may be deemed to be beneficially owned by more than one person (if, for
example, persons share the power to vote or the power to dispose of the
shares). In addition, shares are deemed to be beneficially owned by a person
if the person has the right to acquire shares (for example, upon exercise of
an option or warrant) within sixty (60) days of the date as of which the
information is provided. In computing the percentage ownership of any person,
the amount of shares is deemed to include the amount of shares beneficially
owned by such person (and only such person) by reason of such acquisition
rights. As a result, the percentage of outstanding shares of any person as
shown in the following table does not necessarily reflect the person's actual
voting power at any particular date. Applicable percentage of ownership as of
February 29, 2000 is based upon 34,996,600 shares of Common Stock outstanding.

Shares Beneficially
Owned as of February
29, 2000
---------------------
Number of Percentage
Beneficial Owner Shares of Class
- ---------------- ---------- ----------

John D. Thornton....................................... 7,736,141 22.11%
Entities affiliated with Austin Ventures(1)
Michael J. Watters(2).................................. 4,109,433 11.74
William N. Sick, Jr.................................... 5,148,949 14.71
Business Resources International, Inc.(3)
Barry F. Eggers........................................ 1,928,262 5.51
Entities affiliated with Weiss, Peck & Greer(4)
James P. Janicki(5).................................... 1,722,586 4.69
Dana R. Brown(5)....................................... 1,722,586 4.69
David R. Semmel(6)..................................... 1,239,921 3.54
Adam Solomon(7)........................................ 1,144,646 3.27
Royce J. Holland....................................... 1,000 *
John W. White(8)....................................... 95,000 *
Joseph W. Pollard(9)................................... 505,168 1.44
Eleanor M. Luce(10).................................... 320,000 *
Sidney Sack(11)........................................ 669,418 1.88
All directors and executive officers as a group (15
persons)(12).......................................... 25,459,521 66.49%

- --------
* Less than 1%
(1)Includes 28,280 shares held by John Thornton Family I, Ltd., 2,169,186
shares held by Austin Ventures IV-A, L.P., 4,550,311 shares held by Austin
Ventures IV-B, L.P., 957,922 shares held by Austin Ventures VI, L.P. and
26,942 shares held by Austin Ventures VI Affiliates Fund, L.P. Mr.
Thornton, one of our directors, is a Partner of AV Partners IV, L.P., which
is the general partner of Austin Ventures IV-A, L.P. and Austin Ventures
IV-B, L.P., and a general partner of AV Partners VI, L.P., which is the
general partner of Austin Ventures VI, L.P. and Austin Ventures VI
Affiliates Fund, L.P. Mr. Thornton disclaims beneficial ownership of the
shares held by John Thornton Family I, Ltd., Austin Ventures IV-A, L.P.,
Austin Ventures IV-B, L.P., Austin Ventures VI, L.P. and Austin Ventures VI
Affiliates Fund, L.P., except to the extent of his pecuniary interest
therein arising from his partnership interest in John Thornton Family I,
Ltd., AV Partners IV, L.P. and AV Partners VI, L.P., as the case may be.
(2) Consists of 410,944 shares held by The Watter's Children Trust, 780,000
shares held by Mike and Carole Watters Charitable Remainder Trust and
2,918,489 shares held by MCDA International Partnership, Ltd.

(3) Includes 2,842,400 shares held by Business Resources International, Inc.,
258,400 shares held by Jill Melanie Sick 1991 Trust, 258,400 shares held
by David Louis Sick 1991 Trust, 129,200 shares held by Louis Pitchlyn
Williams 1992 Trust and 19,052 shares held by Jill M. Sick.
(4) Includes 824,672 shares held by WPG Enterprise Fund III, L.L.C., 943,036
shares held by Weiss, Peck & Greer Venture Associates IV, L.L.C., 119,120
shares held by Weiss, Peck & Greer Venture Associates IV Cayman, L.P. and
36,434 shares held by WPG Information Sciences Entrepreneur Fund, L.P.
Mr. Eggers, one of our directors, is a Managing Member of WPG VC Fund
Adviser, L.L.C., which is the Fund Investment Advisory Member of WPG
Enterprise Fund III, L.L.C. and Weiss, Peck & Greer Venture Associates
IV, L.L.C., is the general partner of WPG Information Sciences
Entrepreneur Fund, L.P. and is a general partner of Weiss, Peck & Greer
Venture Associates IV Cayman, L.P. Mr. Eggers disclaims any beneficial
ownership of the shares held by these funds, except to the extent of his
pecuniary interests therein.
(5) Consists of (i) 186,770 shares held of record by Mr. Janicki and Ms.
Brown, joint tenants, (ii) 1,410,144 shares subject to stock options held
by Mr. Janicki that are exercisable within 60 days of February 29, 2000,
of which 190,144 are currently subject to a right of repurchase, and
(iii) 125,672 shares subject to stock options held by Ms. Brown that are
exercisable within 60 days of February 29, 2000, of which 60,000 are
currently subject to a right of repurchase.
(6) Includes 228,651 shares held by Kettle Partners, L.P. and 308,650 shares
held by Pangaea Partners, L.P. Mr. Semmel, one of our directors, is a
member of Moraine, L.L.C., the general partner of Kettle Partners, L.P.,
and is the sole general partner of Pangaea Partners, L.P. Mr. Semmel
disclaims beneficial ownership of all shares held by Kettle Partners,
L.P., except to the extent of his pecuniary interest, and all shares held
by Pangaea Partners, L.P.
(7) Includes 471,088 shares held by CKS Family Trust and 123,362 shares held
by Anthony M. Solomon-1990 Trust.
(8) Consists of 95,000 shares subject to stock options held by Mr. White that
are exercisable within 60 days of February 29, 2000, of which 66,666 are
currently subject to a right of repurchase.
(9) Includes 25,744 shares subject to stock options held by Mr. Pollard that
are exercisable within 60 days of February 29, 2000, of which 4,185 are
currently subject to a right of repurchase.
(10) Includes 256,000 shares subject to stock options held by Ms. Luce that
are exercisable within 60 days of February 29, 2000, all of which are
currently subject to a right of repurchase.
(11) Includes 650,416 shares subject to stock options held by Mr. Sack that
are exercisable within 60 days of February 29, 2000, of which 530,416 are
currently subject to a right of repurchase.
(12) Includes 3,291,580 shares subject to stock options that are exercisable
within 60 days of February 29, 2000, of which 1,783,411 are currently
subject to right of repurchase.

COMPENSATION COMMITTEE REPORT

Responsibilities and Composition of the Committee

The Compensation Committee of the Company's Board of Directors (the
"Committee") is responsible for (i) establishing compensation programs for the
executive officers of the Company designed to attract, motivate and retain key
executives responsible for the Company's success; (ii) administering and
maintaining such programs in a manner that will benefit the long-term
interests of the Company and its stockholders; and (iii) determining the
compensation of the Company's Chief Executive Officer. The Committee is
composed of two directors, currently Mr. Sick and Mr. Thornton. Neither of
these directors has ever served as an employee of the Company.

This report describes the philosophy that underlies the cash and equity-
based components of the Company's executive compensation program. It also
describes the details of each element of the program, as well as the rationale
for compensation paid to the Company's Chief Executive Officer and its
executive officers in general.

For the 1999 fiscal year, the process used by the Committee in determining
executive officer compensation levels was based on the subjective judgment of
the Committee. Among the factors considered by the Committee were the
recommendations of the Company's Chief Executive Officer. However, the
Committee made the final compensation decisions concerning each officer.

Compensation Philosophy and Objectives

The Committee believes that the Company's executive officer compensation
should be determined according to a competitive framework and based on overall
financial results, individual contributions and teamwork that help build value
for the Company's stockholders. Within this overall philosophy, the Committee
bases the compensation program on the following principles:

. Compensation levels for executive officers are benchmarked to the outside
market, using published industry data relevant to his or her position.
Compensation decisions are made by referring to information regarding two
groups of companies: companies with which the Company is expected to
compete for executive talent; and companies within the industry groups
with which the Company can expect to compete for investors.

. The total compensation opportunity is targeted to the middle-range of
these companies; incremental amounts may be earned above or below that
level depending upon corporate and individual performance. The Committee
considers it essential to the vitality of the Company that the total
compensation opportunity for executive officers remains competitive with
similar companies in order to attract and retain the talent needed to
manage and build the Company's business.

. Compensation is tied to performance. A significant part of the total
compensation opportunity is at risk, to be earned only if specific goals
are met.

. Incentive compensation is designed to reinforce the achievement of both
short- and long-term corporate objectives.

Compensation of Executive Officers Generally

The Company's executive compensation program is designed to link executive
pay to Company performance and to provide an incentive to executives to manage
the Company with a principal view to enhancing stockholder value.

Generally, the Company's executive compensation program makes a significant
portion of each executive's cash compensation contingent upon growth and
improvement in the Company's results of operations, with the potential to earn
exceptional rewards for exceptional performance. More specifically, the
program is designed to provide compensation for meeting and exceeding internal
goals and to provide incentives to increase the market value of the Company's
Common Stock. The program also is designed to attract and retain talented
executives who are essential to the Company's long-term success within a
highly competitive industry that demands unique talents, skills and
capabilities.

Compensation criteria are evaluated annually to ensure they are appropriate
and consistent with the business objectives that are important in meeting the
Company's earnings per share, operating profit and revenue goals and in
enhancing stockholder value. The Company's executive compensation policies and
programs are intended to: (i) provide rewards contingent upon Company and
individual performance; (ii) link executive compensation to sustainable
increases in and the preservation of stockholder value; (iii) promote teamwork
among executives and other Company employees; (iv) effect retention of a
strong management team; and (v) encourage personal and professional
development and growth.

The primary components of the Company's executive compensation program are
salary, performance bonuses and stock options.

Base Salary. The Committee reviews the salary of each of its executive
officers annually. The Committee's review takes into consideration both the
Company's performance with respect to earnings per share, operating profits
and revenue, and also the duties and performance of each executive. In making
salary recommendations or decisions, the Committee exercises its discretion
and judgment based on the foregoing criteria, without applying a specific
formula to determine the weight of each factor considered. The Committee also
considers equity and fairness when comparing base salaries of executives.

Incentive Bonuses. The Company has established a bonus system for executive
officers based on certain financial performance criteria, including revenue
growth, profitability and percentage performance compared to established
targets. Executive officers can earn bonuses equal to between 30% and 75% of
their respective base salaries. The bonus payable, if any, is contingent upon
the attainment of objectives determined by the Committee. Other senior
managers have similar bonus arrangements.

Stock Options and Equity Compensation. The Committee believes that granting
stock options and other forms of equity compensation to executive officers and
other key employees is an important method of enhancing long-term
profitability and stockholder value. The Committee views its Long-Term
Incentive Plan as a vehicle to attract and retain experienced employees and to
align the employee's economic incentives with those of the Company's
stockholders. Under the Long-Term Incentive Plan, the Committee may grant
options and other forms of equity compensation to executive officers who are
expected to contribute materially to the Company's future success. In
determining the size of stock option and other equity grants, the Committee
focuses primarily on the Company's performance and the perceived role of each
executive in accomplishing such performance objectives, as well as the
satisfaction of individual performance objectives.

The Committee intends to continue using stock options and other forms of
equity compensation as the primary long-term incentive for the Company's
executive officers. Because they generally provide rewards to executives only
to the extent the Company's stock price increases after the options or other
equity awards are granted, the Committee feels that stock options and other
equity awards granted under the Long-Term Incentive Plan are an appropriate
means to provide executives with incentives that closely align their interests
with those of stockholders and thereby encourage them to promote the ongoing
success of the Company.

Policy on Deductibility of Compensation

It is the responsibility of the Committee to address the provisions of
Section 162(m) of the Internal Revenue Code which, except in the case of
"performance-based compensation" and certain other types of compensation,
limits to $1,000,000 the amount of the Company's federal income tax deduction
for compensation paid to the Chief Executive Officer and the other four most
highly paid executive officers. In that regard, the Committee must determine
whether any actions with respect to Section 162(m) should be taken by the
Company. At this time, the Committee has determined that the Section 162(m)
deduction limitation does not apply because the Company falls within the
extended reliance period for corporations that become publicly held in
connection with an initial public offering. The Committee will continue to
monitor the reliance period and will take appropriate action when it is
warranted in the future.

Chief Executive Officer Compensation

The Chief Executive Officer's salary, bonus and long-term awards follow the
policies set forth above. For the 1999 fiscal year, Mr. Janicki's base salary
was $183,750. Mr. Janicki earned a bonus in the amount of $100,328 in 1999. He
also received $14,217 in profit sharing and/or matching contributions under
the Company's 401(k) Plan. Mr. Janicki was awarded stock options to purchase
200,000 shares of Common Stock in 1999 at an exercise price equal to 100% of
the fair market value on the date of the grant. The options granted will vest
over five years.

The foregoing report has been approved by all of the members of the
Committee.

THE COMPENSATION COMMITTEE

William N. Sick
John D. Thornton

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

None of the members of the Compensation Committee is currently or has been,
at any time since the formation of the Company, an officer or employee of the
Company. No member of the Compensation Committee serves as a member of the
board of directors or compensation committee of any entity that has one or more
executive officers serving as a member of the Board of Directors or
Compensation Committee.

STOCK PERFORMANCE GRAPH

The graph set forth below compares the cumulative total stockholder return
on the Company's Common Stock between November 18, 1999 and December 31, 1999
with the cumulative total return of (i) the Nasdaq National Market Composite
Index and (ii) the Morgan Stanley High Tech Index (the "MS High Tech Index"),
over the same period. This graph assumes the investment of $100.00 on November
18, 1999 in the Company's Common Stock, in the Nasdaq National Market
Composite Index and the MS High Tech Index, and assumes the reinvestment of
dividends, if any.

The comparisons shown in the graph below are based upon historical data.
The Company cautions that the stock price performance shown in the graph below
is not indicative of, nor intended to forecast, the potential future
performance of the Company's Common Stock. Information used in the graph was
obtained from Morgan Stanley Dean Witter, a source believed to be reliable,
but the Company is not responsible for any errors or omissions in such
information.

COMPARISON OF 1 MONTH CUMULATIVE TOTAL RETURN*
AMONG METASOLV SOFTWARE, INC., THE NASDAQ STOCK MARKET
(U.S.) INDEX AND THE MORGAN STANLEY HIGH TECH INDEX

[Graph]
- --------
* $100 invested on 11/18/99 in stock or index--including reinvestment of
dividends, fiscal year ending December 31.

11/18/99 12/31/99
-------- --------

MetaSolv Software, Inc.................................. $100.00 $430.26
Nasdaq National Market Composite Index.................. 100.00 121.67
Morgan Stanley High Tech Index.......................... 100.00 117.60

The Company effected its initial public offering of its Common Stock on
November 17, 1999 and trading of the Company's Common Stock commenced on
November 18, 1999. The price to the public on November 18, 1999 was $19 per
share. The graph above commences with the price of $19 per share on November
18, 1999.

Notwithstanding anything to the contrary set forth in any of the Company's
previous or future filings under the Securities Act of 1933, as amended, or
the Securities Exchange Act of 1934, as amended, that might incorporate this
Proxy Statement or future filings made by the Company under those statutes,
the Compensation Committee Report and Stock Performance Graph shall not be
deemed filed with the Securities and Exchange Commission and shall not be
deemed incorporated by reference into any of those prior filings or into any
future filings made by the Company under those statutes.

MANAGEMENT COMPENSATION

General

The following table sets forth all compensation awarded or earned by the
Company's Chief Executive Officer and the four other most highly paid
executive officers during the last two fiscal years (the "Named Executive
Officers"):

Summary Compensation Table

Long-Term
Annual Compensation Compensation
------------------------------ ------------
Name and Principal Fiscal Other Annual Other Annual All Other
Position Year Salary Bonus Compensation Compensation Compensation(1)
------------------ ------ -------- -------- ------------ ------------ ---------------

James P. Janicki........ 1999 $183,750 $100,328 $ 0 200,000 $14,217
President and Chief
Executive Officer 1998 139,375 86,610 0 200,000 9,390

Joseph W. Pollard....... 1999 158,125 98,828 0 120,000 12,585
Vice President--Sales 1998 110,000 82,516 0 0 7,484

Dana R. Brown........... 1999 146,500 82,040 0 120,000 8,613
Vice President--
Marketing 1998 118,185 20,703 0 100,000 4,797

Eleanor M. Luce......... 1999 134,077 75,083 0 320,000 6,385
Vice President--Services 1998 0 0 0 0 0

Sidney V. Sack.......... 1999 129,792 72,683 140,141(2) 800,000 9,434
Chief Operating Officer 1998 0 0 34,348(2) 0 0

- --------
(1) Represents contributions made by the Company to all of our Named Executive
Officers under our 401(k) / profit sharing plan.
(2) Represents consulting fees and reimbursable expenses in the amount of
$34,348 in 1998 and $67,224 in 1999, paid to Mr. Sack while Mr. Sack
performed services as a consultant for the Company prior to his employment
with the Company, and a one-time signing/relocation bonus during 1999 in
the amount of $72,917.

Executive Option Grants

The following table contains information concerning the stock option grants
made to each of the Named Executive Officers in 1999.

Option Grants in Fiscal 1999

Potential Realizable
Value at Assumed
Annual Rates of Stock
Price Appreciation
Individual Grants for Option Term(4)
--------------------------------------------- ---------------------
Number of Percent of
Securities Total Options Exercise
Underlying Granted to Price
Options Employees in Per Expiration
Name Granted(1) Fiscal 1999(2) Share(3) Date 5% 10%
---- ---------- -------------- -------- ---------- ---------- ----------

James P. Janicki........ 200,000 6.2% $3.65 6/15/09 $ 459,093 $1,163,432
Joseph W. Pollard....... 120,000 3.7 3.65 6/15/09 275,456 698,059
Dana R. Brown........... 120,000 3.7 3.65 6/15/09 275,456 698,059
Eleanor M. Luce......... 320,000 10.0 3.50 3/4/09 704,362 1,784,992
Sidney V. Sack.......... 480,000 15.0 3.65 4/5/09 1,101,823 2,792,237
Sidney V. Sack.......... 320,000 10.0 3.65 6/15/09 734,549 1,861,491

- --------
(1) Generally, most of the shares under the options listed in the table are
immediately exercisable, but are subject to repurchase by the Company at
the original exercise price paid per share upon the optionee's cessation
of service prior to vesting in such shares. The repurchase right lapses
and the optionee vests in 20% of the option shares upon completion of 12
months of service from the vesting start date, and in the balance in a
series of equal annual installments over the next four years of service.
Normally, any option shares that are not immediately exercisable will vest
and become exercisable as to 20% of the stock upon completion of 12 months
of service from the vesting start date, with the balance vesting in a
series of equal annual installments over the next four years of service.
The option shares will vest upon the dissolution of liquidation of the
Company, or on certain reorganizations where there is no plan to convert
or exchange the options into option shares of the surviving entity, unless
our repurchase right with respect to the unvested option shares is
transferred to the acquiring entity. Each of the options has a ten-year
term, subject to earlier termination in the event of the optionee's
cessation of service with the Company.
(2) Based upon options to purchase an aggregate of 3,209,200 shares of Common
Stock granted to employees of the Company in 1999 under the Long-Term
Incentive Plan.
(3) Prior to the initial public offering, the exercise price was equal to the
fair market value of the Company's Common Stock as valued by the Board of
Directors on the date of grant. The fair market value of our Common Stock
was estimated by the Board of Directors on the basis of the purchase price
paid by investors for shares of the Company's preferred stock (taking into
account the liquidation preference and other rights, privileges and
preferences associated with the preferred stock) and an evaluation by the
Board of Directors of the Company's revenues, operating history and
prospects, as well as reviews performed by a professional appraisal
company.
(4) The potential realizable value is calculated based on the term of the
option at the time of grant (ten years). Annual stock price appreciation
of 5% and 10% is assumed pursuant to rules promulgated by the Securities
and Exchange Commission and does not represent the Company's prediction of
its stock price performance. The potential realizable values at 5% and 10%
appreciation are calculated by assuming that the estimated fair market
value on the date of grant appreciates at the indicated rate for the
entire term of the option and that the option is exercised at the exercise
price and sold on the last day of its term at the appreciated price. (See
footnote (3) for information on how the fair market value of the Company's
Common Stock was estimated.)

Option Exercises and Holdings

The following table sets forth information concerning stock options
exercised by the Named Executive Officers during 1999, as well as the value of
unexercised options held by such persons on December 31, 1999. The values for
in-the-money options (which represent the positive spread between the exercise
price of any existing stock options and $81.75 per share, the closing price of
the Common Stock as reported by the Nasdaq National Market on December 31,
1999) also are included.

Aggregate Option Exercises in Fiscal 1999
and Fiscal Year-End Option Values

Number of
Securities Underlying Value of Unexercised
Shares Unexercised Options at In-the-Money Options at
Acquired December 31, 1999(2) December 31, 1999(2)
Upon Value ------------------------ -----------------------
Name Exercise Realized(1) Vested Unvested Vested Unvested
---- -------- ----------- ------ ------------ ----------- -----------

James P. Janicki........ 100,000 $ 341,500 990,000 610,000 $80,638,250 $48,962,750
Joseph W. Pollard....... 112,000 1,418,480 -- 288,000 -- 23,049,720
Dana R. Brown........... 21,270 97,015 82,000 216,730 6,672,980 17,230,883
Eleanor M. Luce......... 35,430 5,315 -- 284,570 -- 22,267,603
Sidney V. Sack.......... 27,396 2,009,497 12,604 760,000 984,372 59,356,000

- --------
(1) Calculated as the difference between the fair market value of the
Company's Common Stock at the time of the option exercise and the exercise
price.
(2) Some of the unvested options are immediately exercisable, but any shares
purchased under those options will be subject to repurchase by the
Company, at the original exercise price paid per share, upon the
optionee's cessation of service with the Company, before vesting in such
shares. For those immediately exercisable options, the heading "Vested"
refers to shares no longer subject to repurchase; the heading "Unvested"
refers to shares subject to repurchase as of December 31, 1999. Those
option shares that are not immediately exercisable will vest and typically
become exercisable as to 20% of the stock upon completion of 12 months of
service from the vesting start date, with the balance vesting in a series
of equal annual installments over the next four years of service.

Termination and Change of Control Arrangements

James P. Janicki, Joseph W. Pollard, Dana R. Brown, Eleanor M. Luce and
Sidney V. Sack received options in 1999 to purchase shares of the Company's
Common Stock. Under the terms of their respective option agreements, they will
be entitled to certain accelerated vesting if their employment is terminated,
other than for cause, after a change of control. In the event their employment
terminates after a change of control occurs, they will immediately vest in all
shares that otherwise would have vested during the twenty-four months
following the date their employment terminates.

PROPOSAL NO. 2

RATIFICATION OF INDEPENDENT AUDITORS

The Company is asking the stockholders to ratify the appointment of KPMG
LLP as the Company's independent auditors for the fiscal year ending December
31, 2000. The affirmative vote of the holders of a majority of shares present
or represented by proxy and voting at the Annual Meeting will be required to
ratify the appointment of KPMG LLP.

In the event the stockholders fail to ratify the appointment, the Board of
Directors will reconsider its selection. Even if the appointment is ratified,
the Board of Directors, in its discretion, may direct the appointment of a
different independent accounting firm at any time during the year if the Board
of Directors feels that such a change would be in the Company's and its
stockholders' best interests.

KPMG LLP has audited the Company's financial statements for each of the
fiscal years ended December 31, 1996 through December 31, 1999. Its
representatives are expected to be present at the Annual Meeting, will have
the opportunity to make a statement if they desire to do so, and will be
available to respond to appropriate questions.

Recommendation of the Board of Directors

The Board of Directors recommends a vote "FOR" the ratification of the
selection of KPMG LLP to serve as the Company's independent auditors for the
fiscal year ending December 31, 2000.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Company's Certificate of Incorporation limits the liability of its
directors for monetary damages arising from a breach of their fiduciary duty
as directors, except to the extent otherwise required by the Delaware General
Corporation Law. Such limitation of liability does not affect the availability
of equitable remedies such as injunctive relief or rescission.

The Company's Bylaws provide that the Company shall indemnify its directors
and officers to the fullest extent permitted by Delaware law, including in
circumstances in which indemnification is otherwise discretionary under
Delaware law. The Company has also entered into indemnification agreements
with its officers and directors containing provisions that may require the
Company, among other things, to indemnify such officers and directors against
certain liabilities that may arise by reason of their status or service as
directors or officers and to advance their expenses incurred as a result of
any proceeding against them as to which they could be indemnified.

Mr. Royce J. Holland, a nominee for director of the Company, is Chairman of
the Board and CEO of Allegiance Telecom, a customer of the Company. Purchases
by Allegiance from the Company in fiscal year 1999 and year-to-date in fiscal
year 2000 accounted for $3,030,722 and $82,203 in revenue to the Company,
respectively.

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

The members of the Board of Directors, the executive officers of the
Company and persons who hold more than 10% of the Company's outstanding Common
Stock are subject to the reporting requirements of Section 16(a) of the
Securities Exchange Act of 1934, as amended, which require them to file
reports with respect to their ownership of the Company's Common Stock and
their transactions in such Common Stock. Based upon (i) the copies of Section
16(a) reports that the Company received from such persons for their 1999
fiscal year transactions in the Common Stock and their Common Stock holdings
and (ii) the written representations received

from one or more of such persons that no annual Form 5 reports were required
to be filed by them for the 1999 fiscal year, the Company believes that all
reporting requirements under Section 16(a) for such fiscal year were met in a
timely manner by its executive officers, Board of Directors members and
greater than ten-percent stockholders, except that one Form 3 filing was made
by Austin Ventures IV-B, L.P. on February 1, 2000, and purchase and sale
transactions that were to have been filed in Form 4s on or before December 10,
1999 by Joseph W. Pollard and January 10, 2000 by Eleanor M. Luce were instead
reported in Form 5s filed on February 11, 2000.

FORM 10-K

THE COMPANY WILL MAIL WITHOUT CHARGE, UPON WRITTEN REQUEST, A COPY OF THE
COMPANY'S FORM 10-K REPORT FOR FISCAL YEAR 2000, INCLUDING THE FINANCIAL
STATEMENTS, SCHEDULE AND LIST OF EXHIBITS. REQUESTS SHOULD BE SENT TO METASOLV
SOFTWARE, INC., 5560 TENNYSON PARKWAY, PLANO, TEXAS 75024, ATTN: JONATHAN K.
HUSTIS, GENERAL COUNSEL.

STOCKHOLDER PROPOSALS FOR 2001 ANNUAL MEETING

Stockholder proposals that are intended to be presented at the 2001 Annual
Meeting that are eligible for inclusion in the Company's proxy statement and
related proxy materials for that meeting under the applicable rules of the
Securities and Exchange Commission must be received in writing by the
Company's Secretary not later than December 15, 2000 in order to be included.
Such stockholder proposals should be addressed to MetaSolv Software, Inc.,
5560 Tennyson Parkway, Plano, Texas 75024, Attn: Jonathan K. Hustis, Corporate
Secretary.

OTHER MATTERS

The Board of Directors knows of no other matters to be presented for
stockholder action at the Annual Meeting. However, if other matters do
properly come before the Annual Meeting or any adjournments or postponements
thereof, the Board of Directors intends that the persons named in the proxies
will vote upon such matters in accordance with their best judgment.

BY ORDER OF THE BOARD OF DIRECTORS,

/s/ Jonathan K. Hustis
Jonathan K. Hustis
Vice President--Business Services,
General Counsel and Corporate
Secretary

Plano, Texas
April 14, 2000

THANK YOU FOR YOUR ATTENTION TO THIS MATTER. YOUR PROMPT RESPONSE WILL
GREATLY FACILITATE ARRANGEMENTS FOR THE ANNUAL MEETING.

- -------------------------------------------------------------------------------
PROXY METASOLV SOFTWARE, INC. PROXY
5560 Tennyson Parkway, Plano, Texas 75024

This Proxy is Solicited on Behalf of the Board of Directors of MetaSolv
Software, Inc. for the Annual Meeting of Stockholders to be held May 16,
2000

The undersigned holder of Common Stock, par value $.005, of MetaSolv Software,
Inc. (the "Company") hereby appoints Jonathan K. Hustis and Glenn Etherington,
or either of them, proxies for the undersigned, each with full power of
substitution, to represent and to vote as specified in this Proxy all Common
Stock of the Company that the undersigned stockholder would be entitled to vote
if personally present at the Annual Meeting of Stockholders (the "Annual
Meeting") to be held on Tuesday, May 16, 2000 at 10:00 a.m. local time, at the
Company's headquarters located at 5560 Tennyson Parkway, Plano, Texas 75024, and
at any adjournments or postponements of the Annual Meeting. The undersigned
stockholder hereby revokes any proxy or proxies heretofore executed for such
matters.

This proxy, when properly executed, will be voted in the manner as directed
herein by the undersigned stockholder. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR THE ELECTION OF THE DIRECTORS, FOR PROPOSAL 2, AND IN THE
DISCRETION OF THE PROXIES AS TO ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE
THE MEETING. The undersigned stockholder may revoke this proxy at any time
before it is voted by delivering to the Corporate Secretary of the Company
either a written revocation of the proxy or a duly executed proxy bearing a
later date, or by appearing at the Annual Meeting and voting in person.

PLEASE MARK, SIGN, DATE AND RETURN THIS CARD PROMPTLY USING THE ENCLOSED
RETURN ENVELOPE. If you receive more than one proxy card, please sign and return
ALL cards in the enclosed envelope.

(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)

- --------------------------------------------------------------------------------
. FOLD AND DETACH HERE .

- ------------------------------------------------------------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF THE DIRECTORS AND "FOR" PROPOSAL 2 Please mark
your votes as [X]
indicated in
this example

1. To elect the following directors to serve for a term ending upon the 2003 Annual Meeting of Stockholders or until their
successors are elected and qualified:

FOR all nominees WITHHOLD Nominees: David R. Semmel and Royce J. Holland
listed to the right AUTHORITY
(except as marked to vote for nominees (Instruction: To withhold authority to vote for any individual nominee,
to the contrary) listed to the right write that nominee's name on the space provided below.)

[_] [_] -------------------------------------------------------------------------

2. To ratify the appointment of KPMG LLP as the Company's inde- In their discretion, the proxies are authorized to vote upon
pendent auditors for the fiscal year ending December 31, 2000. such other business as properly come before the Annual
Meeting.
FOR AGAINST ABSTAIN
[_] [_] [_] The undersigned acknowledges receipt of the accompanying
Notice of Annual Meeting of Stockholders and Proxy Statement.

_________ Dated ________________________________________, 2000

____________________________________________________

____________________________________________________
Signature of Stockholder

Please sign exactly as name appears. If acting as
attorney, executor, trustee or in other
representative capacity, sign name and title.

- ------------------------------------------------------------------------------------------------------------------------------------
. FOLD AND DETACH HERE .