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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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FORM 10-K/A

(Amendment No. 1)



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|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------



For the fiscal year ended December 31, 2004



OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------



For the transition period from  to



Commission File Number 0-17920



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METASOLV, INC.

(Exact name of registrant as specified in its charter)



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|                                         |  |                                     
|---------------------------------------- |  | ------------------------------------
|Delaware                                 |  | 75-2912166                          
|(State of Incorporation)                 |  | (I.R.S. Employer Identification No.)
|                                         | 
|5556 Tennyson Parkway Plano, Texas       |  | 75042                               
|(Address of principal executive offices) |  | (Zip Code)                          



Registrants
telephone number, including area code: (972) 403-8300



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Securities registered pursuant to Section 12(b) of the Act: None



Securities registered pursuant to Section 12(g) of
the Act:

Title of each class



Common Stock, Par Value $0.005 per share

Rights to Purchase Series A Junior Participating Preferred Stock, Par Value $0.01 per share



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Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act.    Yes ̈No  x



Indicate by check mark if the
registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.    Yes ̈No  x



Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No ̈



Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained
herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  x



Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act.

Large accelerated filer ̈Accelerated filer  x                    Non-accelerated filer ̈



Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes ̈No  x



As of June 30, 2004 the aggregate market value of the registrants common stock held by non-affiliates of the registrant was approximately
$115,200,000 based on the closing sale price as reported on the National Association of Securities Dealers Automated Quotation System National Market System.



Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date.



|                                         |  |                                 
|---------------------------------------- |  | --------------------------------
|Class                                    |  | Outstanding at February 28, 2005
|Common Stock, $0.005 par value per share |  | 40,955,472 shares               



DOCUMENTS
INCORPORATED BY REFERENCE



Portions of the Registrants Proxy
Statement for the Annual Meeting of Stockholders scheduled to be held May 10, 2005, are incorporated by reference into Part III of this report. The Proxy Statement is expected to be filed with the Commission not later than April 15, 2005.



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EXPLANATORY NOTE



MetaSolv, Inc. (the Company) is hereby amending this Annual Report on Form 10-K for the fiscal year ended
December 31, 2004 (the Form 10-K) solely to add the conformed signature to the report of the Companys independent registered public accounting firm included in Item 8 of the Form 10-K. The conformed signature was
inadvertently omitted from the independent registered public accounting firms report in Item 8 of the Form 10-K as a result of a typographical error. The Company had received the manually signed report of its independent registered public
accounting firm prior to the filing of the Form 10-K. This Amendment No. 1 to the Form 10-K continues to speak as of the date of the Form 10-K, and we have not updated the Form 10-K herein to reflect any events that occurred at a date
subsequent to the filing of the Form 10-K. The filing of this Amendment No. 1 to the Form 10-K is not a representation that any statements contained in items of the Form 10-K other than that information being amended are true or complete as of
any date subsequent to the date of the Form 10-K.



ITEM 8. FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA



REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM



The
Board of Directors and Stockholders

MetaSolv, Inc.:



We have audited the accompanying consolidated balance sheets of MetaSolv, Inc. and subsidiaries as of December 31, 2004
and 2003, and the related consolidated statements of operations, stockholders equity and comprehensive income (loss), and cash flows for each of the years in the three-year period ended December 31, 2004. In connection with our audits of
the consolidated financial statements, we also have audited the financial statement schedule. These consolidated financial statements and financial statement schedule are the responsibility of the Companys management. Our responsibility is to
express an opinion on these consolidated financial statements and financial statement schedule based on our audits.



We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for
our opinion.



In our opinion, the consolidated financial
statements referred to above present fairly, in all material respects, the financial position of MetaSolv, Inc. and subsidiaries as of December 31, 2004 and 2003, and the results of their operations and their cash flows for each of the years in
the three-year period ended December 31, 2004, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial
statements taken as a whole, presents fairly, in all material respects, the information set forth therein.



We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of MetaSolv,
Inc.s internal control over financial reporting as of December 31, 2004, based on criteria established in Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO), and our report dated March 28, 2005 expressed an unqualified opinion on managements assessment of, and an adverse opinion on the effective operation of, internal control over financial reporting.



/s/ KPMG, LLP



Dallas, Texas

March 28, 2005



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ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES



|     |  |                                                                                                                                                                                                                 
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a)  |  | The following documents are filed as part of this Amendment No. 1 to the Form 10-K:                                                                                                                             
|     | 
|(3)  |  | Exhibits                                                                                                                                                                                                        
|     | 
|31.1 |  | Certification of the Chief Executive Officer of MetaSolv, Inc. pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|     | 
|31.2 |  | Certification of the Chief Financial Officer of MetaSolv, Inc. pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.



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SIGNATURES



Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report on Form
10-K/A to be signed on its behalf by the undersigned thereunto duly authorized.



|                         |  |                |  |                                                            
|------------------------ |  | -------------- |  | -----------------------------------------------------------
|                         |  | METASOLV, INC.
|                         |  |               
|Dated: February 20, 2006 |  | By:            |  | /s/ T. CURTIS HOLMES, JR.                                  
|                         |  |                |  | T. Curtis Holmes, Jr. President and Chief Executive
Officer



Pursuant to the
requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.



|                                               |  |                                                                                        |  |                  
|---------------------------------------------- |  | -------------------------------------------------------------------------------------- |  | -----------------
|Signature                                      |  | Title                                                                                  |  | Date             
|/s/ John E. BerndtJohn E. Berndt               |  | Chairman of the Board                                                                  |  | February 20, 2006
|                                               |  |                                                                                       
|/s/ T. Curtis Holmes, Jr.T. Curtis Holmes, Jr. |  | President, Chief Executive Officer and Director (principal executive officer)          |  | February 20, 2006
|                                               |  |                                                                                       
|/s/ John W. WhiteJohn W. White                 |  | Director                                                                               |  | February 20, 2006
|                                               |  |                                                                                       
|/s/ Laurence J. BoumanLaurence J. Bouman       |  | Director                                                                               |  | February 20, 2006
|                                               |  |                                                                                       
|/s/ Royce J. HollandRoyce J. Holland           |  | Director                                                                               |  | February 20, 2006
|                                               |  |                                                                                       
|/s/ Terry L. ScottTerry L. Scott               |  | Director                                                                               |  | February 20, 2006
|                                               |  |                                                                                       
|/s/ Glenn A. EtheringtonGlenn A. Etherington   |  | Chief Financial Officer (principal financial officer and principal accounting officer) |  | February 20, 2006