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                                                                     EXHIBIT 3.1

                         CERTIFICATE OF INCORPORATION

                                      OF

                                METASOLV, INC.


          I, the undersigned, acting as the incorporator of MetaSolv, Inc, under
the General Corporation Law of the State of Delaware, do hereby adopt the
following Certificate of Incorporation for such corporation.

                                   ARTICLE I

          The name of the corporation is MetaSolv, Inc. (the "Corporation").
                                                              -----------

                                  ARTICLE II

          The address of the registered office of this corporation in the State
of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of
Wilmington, County of New Castle, Delaware 19801.  The name of its registered
agent at such address is The Corporation Trust Company.

                                  ARTICLE III

          The nature of the business or purposes to be conducted or promoted is
to engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law of Delaware.

                                  ARTICLE IV

          The Corporation is authorized to issue two classes of stock, to be
designated common stock ("Common Stock") and preferred stock ("Preferred
                          ------------                         ---------
Stock").  The number of shares of Common Stock authorized to be issued is One
Hundred Million (100,000,000), par value $.005 per share, and the number of
shares of Preferred Stock authorized to be issued is Ten Million (10,000,000),
par value $.01 per share.

          The Preferred Stock may be issued from time to time in one or more
series, without further stockholder approval.  The Board of Directors is hereby
authorized, in the resolution or resolutions adopted by the Board of Directors
providing for the issue of any wholly unissued series of Preferred Stock, within
the limitations and restrictions stated in this Certificate, to fix or alter the
dividend rights, dividend rate, conversion rights, voting rights, rights and
terms of redemption (including sinking fund provisions), the redemption price or
prices, and the liquidation preferences of any wholly unissued series of
Preferred Stock, and the number of shares constituting any such series and the
designation thereof, or any of them, and to increase or decrease the number of
shares of any series subsequent to the issue of shares of that series, but not
below the number of shares of such series then outstanding.  In case the number
of shares of any series shall be so decreased, the shares constituting such
decrease shall resume the
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status that they had prior to the adoption of the resolution originally fixing
the number of shares of such series.

                                   ARTICLE V

The name and mailing address of the sole incorporator is as follows:

     Name                               Mailing Address
     ----                               ---------------

Clarence B. Brown III                   5560 Tennyson Parkway
                                        Plano, Texas 75024


                                  ARTICLE VI

          Except as otherwise provided in this Certificate of Incorporation, in
furtherance and not in limitation of the powers conferred by statute, the Board
of Directors is expressly authorized to make, repeal, alter, amend and rescind
any or all of the Bylaws of the Corporation.

                                  ARTICLE VII

          The number of directors of the Corporation shall be fixed from time to
time by a bylaw or amendment thereof duly adopted by the Board of Directors.

          The Board of Directors shall be and is divided into three classes,
Class I, Class II and Class III.  Such classes shall be as nearly equal in
number of directors as possible.  Each director shall serve for a term ending on
the third annual meeting following the annual meeting at which such director was
elected; provided, however, that the directors first elected to Class I shall
serve for a term ending on the annual meeting next following the end of fiscal
year 1999, the directors first elected to Class II shall serve for a term ending
on the second annual meeting next following the end of fiscal year 1999, and the
directors first elected to Class III shall serve for a term ending on the third
annual meeting next following the end of fiscal year 1999.  The foregoing
notwithstanding, each director shall serve until such director's successor shall
have been duly elected and qualified, unless such director shall resign, become
disqualified, disabled or shall otherwise be removed.

          At each annual election, directors chosen to succeed those whose terms
then expire shall be of the same class as the directors they succeed, unless by
reason of any intervening changes in the authorized number of directors, the
Board shall designate one or more directorships whose term then expires as
directorships of another class in order more nearly to achieve equality of
number of directors among the classes.

          Notwithstanding the rule that the three classes shall be as nearly
equal in number of directors as possible, in the event of any change in the
authorized number of directors each director then continuing to serve as such
shall nevertheless continue as a director of the class of which the director is
a member until the expiration of the director's current term, or the director's

                                       2
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prior death, resignation or removal.  If any newly created directorship may,
consistently with the rule that the three classes shall be as nearly equal in
number of directors as possible, be allocated to either class, the Board shall
allocate it to that of the available class whose term of office is due to expire
at the earliest date following such allocation.

          The number of directors constituting the initial board of directors is
seven (7) and the names and classes of such directors until such directors'
successors shall be elected and qualified, are:

          Name                   Class
          ----                   -----

          Lawrence J. Bouman      II

          Barry F. Eggers         II

          Royce J. Holland        I

          James P. Janicki        III

          David R. Semmel         I

          John Thornton           III

          John White              III


                                 ARTICLE VIII

          Elections of directors need not be by written ballot unless the Bylaws
of the Corporation shall so provide.

                                  ARTICLE IX

          Except as otherwise provided in this Certificate of Incorporation, any
action required or permitted to be taken by the stockholders of the Corporation
must be effected at an annual or special meeting of the stockholders of the
Corporation, and may not be effected by any consent in writing of such
stockholders.

                                   ARTICLE X

          An officer or director of the Corporation shall not be personally
liable to the Corporation or its stockholders for monetary damages for breach of
fiduciary duty as an officer or director, except for liability (i) for any
breach of the officer's or director's duty of loyalty to the Corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the Delaware General Corporation Law, or (iv) for any transaction from which the
officer or director derived

                                       3
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any improper personal benefit. If the Delaware General Corporation Law is
amended after approval by the stockholders of this Article to authorize
corporate action further eliminating or limiting the personal liability of
officers and directors then the liability of an officer or director of the
Corporation shall be eliminated or limited to the fullest extent permitted by
the Delaware General Corporation Law as so amended.

          Any repeal or modification of the foregoing provisions of this Article
IX by the stockholders of the Corporation shall not adversely affect any right
or protection of an officer or director of the Corporation existing at the time
of, or increase the liability of any officer of director of this Corporation
with respect to any acts or omissions of such director occurring prior to, such
repeal or modification.

                                  ARTICLE XI

          In addition to any vote of the holders of any class or series of the
stock of this Corporation required by law or by this Certificate of
Incorporation, the affirmative vote of the holders of a majority of the voting
power of all of the then outstanding shares of capital stock of the Corporation
entitled to vote generally in the election of directors, voting together as a
single class, shall be required to amend or repeal the provisions of Article I,
Article II, Article III and Article IV of this Certificate of Incorporation.
Notwithstanding any other provision of this Certificate of Incorporation or any
provision of law which might otherwise permit a lesser vote or no vote, but in
addition to any vote of the holders of any class or series of the stock of this
Corporation required by law or by this Certificate of Incorporation, the
affirmative vote of the holders of at least seventy-five percent (75%) of the
voting power of all of the then outstanding shares of the capital stock of the
Corporation entitled to vote generally in the election of directors, voting
together as a single class, shall be required to amend or repeal any provision
of this Certificate of Incorporation not specified in the preceding sentence.

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          IN WITNESS WHEREOF, the undersigned incorporator, for the purposes of
forming a corporation pursuant to the General Corporation Law of the State of
Delaware, does hereby declare and certify that the foregoing Certificate of
Incorporation is such person's act and deed and that the facts herein stated are
true, and accordingly has hereunto set his hand this 18/th/ day of December,
2000.


                              /s/ Clarence B. Brown III,
                              -------------------------------
                              Clarence B. Brown III,
                              Incorporator

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                               State of Delaware                    PAGE 1

                       Office of the Secretary of State
                       ________________________________

     I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
INCORPORATION OF "METASOLV, INC.", FILED IN THIS OFFICE ON THE NINETEENTH DAY OF
DECEMBER, A.D. 2000, AT 1:30 O'CLOCK P.M.

     A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS.

                                 [STAMP]
                                            /s/ Edward J. Freel
                                           -------------------------------------
                                            Edward J. Freel, Secretary of State

3322184  8100                               AUTHENTICATION: 0865163

001636692                                             DATE: 12-19-00