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                                                                     EXHIBIT 3.2

                                    BYLAWS
                                      OF
                                METASOLV, INC.


                                   ARTICLE 1
                                    OFFICES


1.1  The registered office shall be in the City of Wilmington, County of New
     Castle, State of Delaware.

1.2  The corporation may also have offices at such other places both within and
     without the State of Delaware as the Board of Directors may from time to
     time determine or the business of the corporation may require.

                                   ARTICLE 2
                           MEETINGS OF STOCKHOLDERS

2.1  All meetings of the stockholders for the election of directors shall be
     held in the City of Plano, State of Texas at such place as may be fixed
     from time to time by the Board of Directors, or at such other place either
     within or without the State of Delaware as shall be designated from time to
     time by the Board of Directors and stated in the notice of the meeting.
     Meetings of stockholders for any other purpose may be held at such time and
     place, within or without the State of Delaware, as shall be stated in the
     notice of the meeting or in a duly executed waiver of notice thereof.

2.2  (a)  Annual meetings of stockholders, commencing with the year 2001, shall
     be held at such date and time as shall be designated from time to time by
     the Board of Directors and stated in the notice of the meeting, at which
     they shall elect by a plurality vote a Board of Directors, and transact
     such other business as may properly be brought before the meeting.

     (b)  Nominations of persons for election to the Board of Directors of the
     Corporation and the proposal of business to be considered by the
     stockholders may be made at an annual meeting of stockholders (i) pursuant
     to the Corporation's notice of meeting, (ii) by or at the direction of the
     Board of Directors or (iii) by any stockholder of the Corporation who was a
     stockholder of record at the time of giving of the notice provided for in
     this bylaw, who is entitled to vote at the meeting and who complied with
     the notice procedures set forth in this bylaw.

     (c)  For nominations or other business to be properly brought before an
     annual meeting by a stockholder pursuant to clause (iii) of Section 2.2(b)
     of this bylaw, the stockholder must have given timely notice thereof in
     writing to the Secretary of the Corporation and any such business must
     otherwise be a proper matter for stockholder action under Delaware law.  To
     be timely, a stockholder's notice shall be delivered to the Secretary at
     the principal executive offices of the Corporation not less than 60 days
     nor more than 90 days prior to the first anniversary of the preceding
     year's annual meeting;
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     provided, however, that in the event that the date of the annual meeting is
     advanced by more than 30 days or delayed by more than 60 days from such
     anniversary date, notice by the stockholder to be timely must be so
     delivered not earlier than the 90th day prior to such annual meeting and
     not later than the close of business on the later of the 60th day prior to
     such annual meeting or the 10th day following the day on which public
     announcement of the date of such meeting is first made. Such stockholder's
     notice shall set forth (i) as to each person whom the stockholder proposes
     to nominate for election or reelection as a director all information
     relating to such person that is required to be disclosed in solicitations
     of proxies for election of directors, or is otherwise required, in each
     case pursuant to Regulation 14A under the Securities Exchange Act of 1934,
     as amended (the "Exchange Act") (including such person's written consent to
     being named in the proxy statement as a nominee and to serving as a
     director if elected); (ii) as to any other business that the stockholder
     proposes to bring before the meeting, a brief description of the business
     desired to be brought before the meeting, the reasons for conducting such
     business at the meeting and any material interest in such business of such
     stockholder and the beneficial owner, if any, on whose behalf the proposal
     is made; and (iii) as to the stockholder giving the notice and the
     beneficial owner, if any, on whose behalf the nomination or proposal is
     made (a) the name and address of such stockholder, as they appear on the
     Corporation's books, and of such beneficial owner and (b) the class and
     number of shares of the Corporation which are owned beneficially and of
     record by such stockholder and such beneficial owner.

     (d)  Notwithstanding anything in the second sentence of Section 2.2(c) of
     this bylaw to the contrary, in the event that the number of directors to be
     elected to the Board of Directors of the Corporation is increased and there
     is no public announcement naming all of the nominees for director or
     specifying the size of the increased Board of Directors made by the
     Corporation at least 70 days prior to the first anniversary of the
     preceding year's annual meeting, a stockholder's notice required by this
     bylaw shall also be considered timely, but only with respect to nominees
     for any new positions created by such increase, if it shall be delivered to
     the Secretary at the principal executive offices of the Corporation not
     later than the close of business on the 10th day following the day on which
     such public announcement is first made by the Corporation.

     (e)  Only such persons who are nominated in accordance with the procedures
     set forth in these Bylaws shall be eligible to serve as directors and only
     such business shall be conducted at an annual meeting of stockholders as
     shall have been brought before the meeting in accordance with the
     procedures set forth in these Bylaws.  The chairman of the meeting shall
     have the power and duty to determine whether a nomination or any business
     proposed to be brought before the meeting was made in accordance with the
     procedures set forth in these Bylaws.  The chairman of the meeting shall
     have the power and duty to determine whether a nomination or any business
     proposed to be brought before the meeting was made in accordance with the
     procedures set forth in these Bylaws, and, if any proposed nomination or
     business is not in compliance with these Bylaws, to declare that such
     defective proposed business or nomination shall be disregarded.

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     (f)  For purposes of these Bylaws, "public announcement" shall mean
     disclosure in a press release reported by the Dow Jones News Service,
     Associated Press or a comparable national news service or in a document
     publicly filed by the Corporation with the Securities and Exchange
     Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

     (g)  Notwithstanding the foregoing provisions of this bylaw, a stockholder
     shall also comply with all applicable requirements of the Exchange Act and
     the rules and regulations thereunder with respect to the matters set forth
     in this bylaw. Nothing in this bylaw shall be deemed to affect any rights
     of stockholders to request inclusion of proposals in the Corporation's
     proxy statement pursuant to Rule 14a-8 under the Exchange Act.

2.3  Written notice of the annual meeting stating the place, date and hour of
     the meeting shall be given to each stockholder entitled to vote at such
     meeting not fewer than ten (10) nor more than sixty (60) days before the
     date of the meeting.

2.4  The officer who has charge of the stock ledger of the corporation shall
     prepare and make, at least ten (10) days before every meeting of
     stockholders, a complete list of the stockholders entitled to vote at the
     meeting, arranged in alphabetical order, and showing the address of each
     stockholder and the number of shares registered in the name of each
     stockholder. Such list shall be open to the examination of any stockholder,
     for any purpose germane to the meeting, during ordinary business hours, for
     a period of at least ten (10) days prior to the meeting, either at a place
     within the city where the meeting is to be held, which place shall be
     specified in the notice of the meeting, or, if not so specified, at the
     place where the meeting is to be held. The list shall also be produced and
     kept at the time and place of the meeting during the whole time thereof,
     and may be inspected by any stockholder who is present.

2.5  Special meetings of the stockholders, for any purpose or purposes, unless
     otherwise prescribed by statute or by the certificate of incorporation, may
     be called at any time by the Board of Directors pursuant to a resolution
     approved by a majority of the whole Board of Directors. Such resolution
     shall state the purpose or purposes of the proposed meeting.

2.6  Written notice of a special meeting stating the place, date and hour of the
     meeting and the purpose or purposes for which the meeting is called, shall
     be given not fewer than ten (10) nor more than sixty (60) days before the
     date of the meeting, to each stockholder entitled to vote at such meeting.

2.7  Business transacted at any special meeting of stockholders shall be limited
     to the purposes stated in the notice.

2.8  The holders of a majority of the stock issued and outstanding and entitled
     to vote thereat, present in person or represented by proxy, shall
     constitute a quorum at all meetings of the stockholders for the transaction
     of business except as otherwise provided by statute

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      or by the certificate of incorporation. If, however, such quorum shall not
      be present or represented at any meeting of the stockholders, the
      stockholders entitled to vote thereat, present in person or represented by
      proxy, shall have power to adjourn the meeting from time to time, without
      notice other than announcement at the meeting, until a quorum shall be
      present or represented. At such adjourned meeting at which a quorum shall
      be present or represented, any business may be transacted that might have
      been transacted at the meeting as originally notified. If the adjournment
      is for more than thirty (30) days, or if after the adjournment a new
      record date is fixed for the adjourned meeting, a notice of the adjourned
      meeting shall be given to each stockholder of record entitled to vote at
      the meeting.

2.9   When a quorum is present at any meeting, the vote of the holders of a
      majority of the stock having voting power present in person or represented
      by proxy shall decide any question brought before such meeting, unless the
      question is one upon which by express provision of the statutes or of the
      certificate of incorporation, a different vote is required, in which case
      such express provision shall govern and control the decision of such
      question.

2.10  Unless otherwise provided in the certificate of incorporation, each
      stockholder shall at every meeting of the stockholders be entitled to one
      vote in person or by proxy for each share of the capital stock having
      voting power held by such stockholder, but no proxy shall be voted on
      after three years from its date, unless the proxy provides for a longer
      period.

                                   ARTICLE 3
                                   DIRECTORS

3.1   The number of directors shall be fixed from time to time exclusively by
      the Board of Directors pursuant to a resolution adopted by a vote of 75%
      of the total number of authorized directors (whether or not there exist
      any vacancies in previously authorized directorships at the time any such
      resolution is presented to the Board for adoption). Directors shall be
      divided into three classes, as nearly equal in number as reasonably
      possible, with the term of office of the first class to expire at the 2000
      annual meeting of stockholders, the term of office of the second class to
      expire at the 2001 annual meeting of stockholders and the term of office
      of the third class to expire at the 2002 annual meeting of stockholders.
      At each annual meeting of stockholders following such initial
      classification and election, directors elected to succeed those directors
      whose terms expire shall be elected for a term of office to expire at the
      third succeeding annual meeting of stockholders after their election. All
      directors shall hold office until the expiration of term for which
      elected, and until their respective successors are elected and qualified,
      except in the case of the death, resignation or removal of any director.
      Directors need not be stockholders.

3.2   Vacancies and newly created directorships resulting from any increase in
      the authorized number of directors may be filled by a majority of the
      directors then in office, though less than a quorum, or by a sole
      remaining director, and not by stockholders, and the

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     directors so chosen shall hold office until the next annual election and
     until their successors are duly elected and shall qualify, unless sooner
     displaced. If there are no directors in office, then an election of
     directors may be held in the manner provided by statute.

3.3  The business of the corporation shall be managed by or under the direction
     of its Board of Directors, which may exercise all such powers of the
     corporation and do all such lawful acts and things as are not by statute or
     by the certificate of incorporation or by these bylaws directed or required
     to be exercised or done by the stockholders.

                      MEETINGS OF THE BOARD OF DIRECTORS

3.4  The Board of Directors of the corporation may hold meetings, both regular
     and special, either within or without the State of Delaware.

3.5  The first meeting of each newly elected Board of Directors shall be held at
     such time and place as shall be fixed by the vote of the stockholders at
     the annual meeting and no notice of such meeting shall be necessary to the
     newly elected directors in order legally to constitute the meeting,
     provided a quorum shall be present. In the event of the failure of the
     stockholders to fix the time or place of such first meeting of the newly
     elected Board of Directors, or in the event such meeting is not held at the
     time and place so fixed by the stockholders, the meeting may be held at
     such time and place as shall be specified in a notice given as hereinafter
     provided for special meetings of the Board of Directors, or as shall be
     specified in a written waiver signed by all of the directors.

3.6  Regular meetings of the Board of Directors may be held without notice at
     such time and at such place as shall from time to time be determined by the
     Board of Directors.

3.7  Special meetings of the Board of Directors may be called by the chief
     executive officer, president, or chief operating officer on ten (10) days'
     notice to each director by mail or forty-eight (48) hours notice to each
     director either personally or by telephone, telegram or facsimile; special
     meetings shall be called by the chief executive officer, president, chief
     operating officer or secretary in like manner and on like notice on the
     written request of two (2) directors unless the board consists of only one
     director, in which case special meetings shall be called by the chief
     executive officer, president, chief operating officer, or secretary in like
     manner and on like notice on the written request of the sole director.

3.8  At all meetings of the Board of Directors a majority of the directors shall
     constitute a quorum for the transaction of business and the act of a
     majority of the directors present at any meeting at which there is a quorum
     shall be the act of the Board of Directors, except as may be otherwise
     specifically provided by statute or by the certificate of incorporation. If
     a quorum shall not be present at any meeting of the Board of Directors, the
     directors present thereat may adjourn the meeting from time to time,
     without notice other than announcement at the meeting, until a quorum shall
     be present.

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3.9   Unless otherwise restricted by the certificate of incorporation or these
      bylaws, any action required or permitted to be taken at any meeting of the
      Board of Directors or of any committee thereof may be taken without a
      meeting, if all members of the Board of Directors or committee, as the
      case may be, consent thereto in writing, and the writing or writings are
      filed with the minutes of proceedings of the Board of Directors or
      committee.

3.10  Unless otherwise restricted by the certificate of incorporation or these
      bylaws, members of the Board of Directors, or any committee designated by
      the Board of Directors, may participate in a meeting of the Board of
      Directors, or any committee, by means of conference telephone or similar
      communications equipment by means of which all persons participating in
      the meeting can hear each other, and such participation in a meeting shall
      constitute presence in person at the meeting.

                            COMMITTEES OF DIRECTORS

3.11  The Board of Directors may, by resolution passed by a majority of the
      whole board, designate one (1) or more committees, each committee to
      consist of one (1) or more of the directors of the corporation. The board
      may designate one (1) or more directors as alternate members of any
      committee, who may replace any absent or disqualified member at any
      meeting of the committee.

      In the absence or disqualification of a member of a committee, the member
      or members thereof present at any meeting and not disqualified from
      voting, whether or not he or she or they constitute a quorum, may
      unanimously appoint another member of the Board of Directors to act at the
      meeting in the place of any such absent or disqualified member.

      Any such committee, to the extent provided in the resolution of the Board
      of Directors, shall have and may exercise all the powers and authority of
      the Board of Directors in the management of the business and affairs of
      the corporation, and may authorize the seal of the corporation to be
      affixed to all papers that may require it; but no such committee shall
      have the power or authority in reference to amending the certificate of
      incorporation, adopting an agreement of merger or consolidation,
      recommending to the stockholders the sale, lease or exchange of all or
      substantially all of the corporation's property and assets, recommending
      to the stockholders a dissolution of the corporation or a revocation of a
      dissolution, or amending the bylaws of the corporation; and, unless the
      resolution or the certificate of incorporation expressly so provide, no
      such committee shall have the power or authority to declare a dividend or
      to authorize the issuance of stock. Such committee or committees shall
      have such name or names as may be determined from time to time by
      resolution adopted by the Board of Directors.

3.12  Each committee shall keep regular minutes of its meetings and report the
      same to the Board of Directors when required.

                           COMPENSATION OF DIRECTORS

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3.13  Unless otherwise restricted by the certificate of incorporation or these
      bylaws, the Board of Directors shall have the authority to fix the
      compensation of directors. The directors may be paid their expenses, if
      any, of attendance at each meeting of the Board of Directors and may be
      paid a fixed sum for attendance at each meeting of the Board of Directors
      or a stated salary as director. No such payment shall preclude any
      director from serving the corporation in any other capacity and receiving
      compensation therefor. Members of special or standing committees may be
      allowed like compensation for attending committee meetings.

                                   ARTICLE 4
                                    NOTICES

4.1   Whenever, under the provisions of the statutes or of the certificate of
      incorporation or of these bylaws, notice is required to be given to any
      director or stockholder, it shall not be construed to mean personal
      notice, but such notice may be given in writing, by mail, addressed to
      such director or stockholder, at his address as it appears on the records
      of the corporation, with postage thereon prepaid, and such notice shall be
      deemed to be given at the time when the same shall be deposited in the
      United States mail. Notice to directors may also be given by telegram,
      telephone or facsimile.

4.2   Whenever any notice is required to be given under the provisions of the
      statutes or of the certificate of incorporation or of these bylaws, a
      waiver thereof in writing, signed by the person or persons entitled to
      said notice, whether before or after the time stated therein, shall be
      deemed equivalent thereto.

                                   ARTICLE 5
                                   OFFICERS

5.1  The officers of the corporation shall be chosen by the Board of Directors
     and shall be a chief executive officer, president, chief operating officer,
     chief financial officer, treasurer and a secretary. The Board of Directors
     may elect from among its members a Chairman of the Board and a Vice
     Chairman of the Board. The Board of Directors may also choose one or more
     vice-presidents, assistant secretaries and assistant treasurers. Any number
     of offices may be held by the same person, unless the certificate of
     incorporation or these bylaws otherwise provide.

5.2  The Board of Directors at its first meeting after each annual meeting of
     stockholders shall choose a chief executive officer, president, a
     treasurer, and a secretary and may choose a chief operating officer, chief
     financial officer, vice-presidents, assistant secretaries and assistant
     treasurers.

5.3  The Board of Directors may appoint such other officers and agents as it
     shall deem necessary who shall hold their offices for such terms and shall
     exercise such powers and perform such duties as shall be determined from
     time to time by the Board of Directors.

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5.4  The salaries of all officers and agents of the corporation shall be fixed
     by the Board of Directors.

5.5  The officers of the corporation shall hold office until their successors
     are chosen and qualify. Any officer elected or appointed by the Board of
     Directors may be removed at any time by the affirmative vote of a majority
     of the Board of Directors. Any vacancy occurring in any office of the
     corporation shall be filled by the Board of Directors.

                           THE CHAIRMAN OF THE BOARD

5.6  The Chairman of the Board, if any, shall preside at all meetings of the
     Board of Directors and of the stockholders at which he or she shall be
     present. He or she shall have and may exercise such powers as are, from
     time to time, assigned to him or her by the Board of Directors and as may
     be provided by law.

5.7  In the absence of the Chairman of the Board, the Vice Chairman of the
     Board, if any, shall preside at all meetings of the Board of Directors and
     of the stockholders at which he or she shall be present. He or she shall
     have and may exercise such powers as are, from time to time, assigned to
     him or her by the Board of Directors and as may be provided by law.

                    THE CHIEF EXECUTIVE OFFICER, PRESIDENT,
               CHIEF OPERATING OFFICER, CHIEF FINANCIAL OFFICER
                              AND VICE-PRESIDENTS

5.8  Chief Executive Officer. The office of chief executive officer will be
     filled only upon designation by the Board of Directors. If so designated,
     the chief executive officer shall have such other powers and duties as
     usually pertain to such office or as may be delegated by the Board of
     Directors, including but not limited to the following: the chief executive
     officer of the corporation, in the absence of the Chairman and Vice
     Chairman of the Board, shall preside at all meetings of the stockholders
     and the Board of Directors; he shall have general and active management of
     the business of the corporation and shall see that all orders and
     resolutions of the Board of Directors are carried into effect.

5.9  President. In the absence of the chief executive officer of the
     corporation, the president shall be the chief executive officer of the
     corporation; he shall have general and active management of the business of
     the corporation and shall see that all orders and resolutions of the Board
     of Directors are carried into effect.

5.10 Chief Operating Officer. The chief operating officer shall have such powers
     and duties as usually pertain to such office or as may be delegated by the
     Board of Directors, chief executive officer or president. In the absence of
     the chief executive officer and president of the corporation, the chief
     operating officer shall be the chief executive officer of the corporation.
     He shall have general and active management of the business of the
     corporation and shall see that all orders and resolutions of the Board of
     Directors are carried into effect.

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5.11  Chief Financial Officer. The chief financial officer shall have such
      powers and duties as usually pertain to such office or as may be delegated
      by the Board of Directors, chief executive officer, president, or chief
      operating officer.

5.12  Execution of Instruments Requiring a Seal. The chief executive officer,
      the president, the chief operating officer, or the chief financial officer
      shall execute bonds, mortgages and other contracts requiring a seal, under
      the seal of the corporation, except where required or permitted by law to
      be otherwise signed and executed and except where the signing and
      execution thereof shall be expressly delegated by the Board of Directors
      to some other officer or agent of the corporation.

5.13  In the absence of the chief executive officer, president, and chief
      operating officer, or in the event of their inability or refusal to act,
      the vice-president, if any, (or in the event there be more than one vice-
      president, the vice-presidents in the order designated by the directors,
      or in the absence of any designation, then in the order of their election)
      shall perform the duties of the chief executive officer and president, and
      when so acting, shall have all the powers of and be subject to all the
      restrictions upon the chief executive officer and president. The vice-
      presidents shall perform such other duties and have such other powers as
      the Board of Directors may from time to time prescribe.

                     THE SECRETARY AND ASSISTANT SECRETARY

5.14  The secretary shall attend all meetings of the Board of Directors and all
      meetings of the stockholders and record all the proceedings of the
      meetings of the corporation and of the Board of Directors in a book to be
      kept for that purpose and shall perform like duties for the standing
      committees when required. The secretary shall give, or cause to be given,
      notice of all meetings of the stockholders and special meetings of the
      Board of Directors, and shall perform such other duties as may be
      prescribed by the Board of Directors, chief executive officer or
      president, under whose supervision he or she shall be. The secretary shall
      have custody of the corporate seal of the corporation and the secretary,
      or an assistant secretary, shall have authority to affix the same to any
      instrument requiring it and when so affixed, it may be attested by his
      signature or by the signature of such assistant secretary. The Board of
      Directors may give general authority to any other officer to affix the
      seal of the corporation and to attest the affixing by his signature.

5.15  The assistant secretary, or if there be more than one, the assistant
      secretaries in the order determined by the Board of Directors (or if there
      be no such determination, then in the order of their election) shall, in
      the absence of the secretary or in the event of his inability or refusal
      to act, perform the duties and exercise the powers of the secretary and
      shall perform such other duties and have such other powers as the Board of
      Directors may from time to time prescribe.

                      TREASURER AND ASSISTANT TREASURERS

5.16  The treasurer shall have the custody of the corporate funds and securities
      and shall keep full and accurate accounts of receipts and disbursements in
      books belonging to the

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      Corporation and shall deposit all moneys and other valuable effects in the
      name and to the credit of the Corporation in such depositories as may be
      designated by the Board of Directors. Unless otherwise appointed, the
      chief financial officer shall be the treasurer.

5.17  The treasurer shall disburse the funds of the Corporation as may be
      ordered by the Board of Directors, taking proper vouchers for such
      disbursements, and shall render to the president and the Board of
      Directors, at its regular meetings, or when the Board of Directors so
      requires, an account of all his or her transactions as treasurer and of
      the financial condition of the Corporation.

5.18  If required by the Board of Directors, the treasurer shall give the
      Corporation a bond (which shall be renewed every six years) in such sum
      and with such surety or sureties as shall be satisfactory to the Board of
      Directors for the faithful performance of the duties of the treasurer's
      office and for the restoration to the Corporation, in case of the
      treasurer's death, resignation, retirement or removal from office, of all
      books, papers, vouchers, money and other property of whatever kind in the
      treasurer's possession or under the treasurer's control belonging to the
      Corporation.

5.19  The assistant treasurer, or if there shall be more than one, the assistant
      treasurers in the order determined by the Board of Directors (or if there
      be no such determination, then in the order of their election) shall, in
      the absence of the treasurer or in the event of the treasurer's inability
      or refusal to act, perform the duties and exercise the powers of the
      treasurer and shall perform such other duties and have such other powers
      as the Board of Directors may from time to time prescribe.

                                   ARTICLE 6
                             CERTIFICATE OF STOCK

6.1   Every holder of stock in the Corporation shall be entitled to have a
      certificate, signed by, or in the name of the corporation by, the chairman
      or vice-chairman of the Board of Directors, or the chief executive
      officer, president, chief operating officer, or a vice-president and the
      treasurer or an assistant treasurer, or the secretary or an assistant
      secretary of the corporation, certifying the number of shares owned by
      such stockholder in the Corporation.

      Certificates may be issued for partly paid shares and in such case upon
      the face or back of the certificates issued to represent any such partly
      paid shares, the total amount of the consideration to be paid therefor,
      and the amount paid thereon shall be specified.

      If the Corporation shall be authorized to issue more than one class of
      stock or more than one series of any class, the powers, designations,
      preferences and relative, participating, optional or other special rights
      of each class of stock or series thereof and the qualification,
      limitations or restrictions of such preferences and/or rights shall be set
      forth in full or summarized on the face or back of the certificate that
      the Corporation shall issue to represent such class or series of stock,
      provided that, except as otherwise provided in section 202 of the General
      Corporation Law of Delaware, in lieu of the foregoing

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     requirements, there may be set forth on the face or back of the certificate
     that the Corporation shall issue to represent such class or series of
     stock, a statement that the Corporation will furnish without charge to each
     stockholder who so requests the powers, designations, preferences and
     relative, participating, optional or other special rights of each class of
     stock or series thereof and the qualifications, limitations or restrictions
     of such preferences and/or rights.

6.2  Any of or all the signatures on the certificate may be facsimile. In case
     any officer, transfer agent or registrar who has signed or whose facsimile
     signature has been placed upon a certificate shall have ceased to be such
     officer, transfer agent or registrar before such certificate is issued, it
     may be issued by the corporation with the same effect as if he or she were
     such officer, transfer agent or registrar at the date of issue.

                               LOST CERTIFICATES

6.3  The Board of Directors may direct a new certificate or certificates to be
     issued in place of any certificate or certificates theretofore issued by
     the Corporation alleged to have been lost, stolen or destroyed, upon the
     making of an affidavit of that fact by the person claiming the certificate
     of stock to be lost, stolen or destroyed. When authorizing such issue of a
     new certificate or certificates, the Board of Directors may, in its
     discretion and as a condition precedent to the issuance thereof, require
     the owner of such lost, stolen or destroyed certificate or certificates, or
     his legal representative, to advertise the same in such manner as it shall
     require and/or to give the Corporation a bond in such sum as it may direct
     as indemnity against any claim that may be made against the Corporation
     with respect to the certificate alleged to have been lost, stolen or
     destroyed.

                               TRANSFER OF STOCK

6.4  Upon surrender to the Corporation or the transfer agent of the Corporation
     of a certificate for shares duly endorsed or accompanied by proper evidence
     of succession, assignation or authority to transfer, it shall be the duty
     of the Corporation to issue a new certificate to the person entitled
     thereto, cancel the old certificate and record the transaction upon its
     books.

                              FIXING RECORD DATE

6.5  In order that the Corporation may determine the stockholders entitled to
     notice of or to vote at any meeting of stockholder or any adjournment
     thereof, or to express consent to corporate action in writing without a
     meeting, or entitled to receive payment of any dividend or other
     distribution or allotment of any rights, or entitled to exercise any rights
     in respect of any change, conversion or exchange of stock or for the
     purpose of any other lawful action, the Board of Directors may fix, in
     advance, a record date, which shall not be more than sixty (60) nor less
     than ten (10) days before the date of such meeting, nor more than sixty
     (60) days prior to any other action. A determination of stockholders of
     record entitled to notice of or to vote at a meeting of stockholders shall
     apply to any

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      adjournment of the meeting; provided, however, that the Board of Directors
      may fix a new record date for the adjourned meeting.

                            REGISTERED STOCKHOLDERS

6.6   The Corporation shall be entitled to recognize the exclusive right of a
      person registered on its books as the owner of shares to receive
      dividends, and to vote as such owner, and to hold liable for calls and
      assessments a person registered on its books as the owner of shares and
      shall not be bound to recognize any equitable or other claim to or
      interest in such share or shares on the part of any other person, whether
      or not it shall have express or other notice thereof, except as otherwise
      provided by the laws of Delaware.

                                   ARTICLE 7
                              GENERAL PROVISIONS
                                   DIVIDENDS

7.1   Dividends upon the capital stock of the Corporation, subject to the
      provisions of the certificate of incorporation, if any, may be declared by
      the Board of Directors at any regular or special meeting, pursuant to law.
      Dividends may be paid in cash, in property, or in shares of the capital
      stock, subject to the provisions of the certificate of incorporation.

7.2   Before payment of any dividend, there may be set aside out of any funds of
      the Corporation available for dividends such sum or sums as the directors
      from time to time, in their absolute discretion, think proper as a reserve
      or reserves to meet contingencies, or for equalizing dividends, or for
      repairing or maintaining any property of the Corporation, or for such
      other purposes as the directors shall think conducive to the interest of
      the Corporation, and the directors may modify or abolish any such reserve
      in the manner in which it was created.

                                    CHECKS

7.3   All checks or demands for money and notes of the Corporation shall be
      signed by such officer or officers or such other person or persons as the
      Board of Directors may from time to time designate.

                                  FISCAL YEAR

7.4   The fiscal year of the corporation shall be fixed by resolution of the
      Board of Directors, and if no such resolution has been made shall end on
      December 31.
                                     SEAL

7.5   The Board of Directors may adopt a corporate seal having inscribed thereon
      the name of the corporation, the year of its organization and the words
      "Corporate Seal, Delaware." The seal may be used by causing it or a
      facsimile thereof to be impressed or affixed or reproduced or otherwise.

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                                INDEMNIFICATION

7.6  The corporation shall, to the fullest extent authorized under the laws of
     the State of Delaware, as those laws may be amended and supplemented from
     time to time, indemnify any director made, or threatened to be made, a
     party to an action or proceeding, whether criminal, civil, administrative
     or investigative, by reason of being a director of the Corporation or a
     predecessor corporation or, at the corporation's request, a director or
     officer of another corporation, provided, however, that the Corporation
     shall indemnify any such agent in connection with a proceeding initiated by
     such agent only if such proceeding was authorized by the Board of Directors
     of the Corporation. The indemnification provided for in this Section 7.6
     shall: (i) not be deemed exclusive of any other rights to which those
     indemnified may be entitled under any bylaw, agreement or vote of
     stockholders or disinterested directors or otherwise, both as to action in
     their official capacities and as to action in another capacity while
     holding such office, (ii) continue as to a person who has ceased to be a
     director, and (iii) inure to the benefit of the heirs, executors and
     administrators of such a person. The Corporation's obligation to provide
     indemnification under this Section 7.6 shall be offset to the extent of any
     other source of indemnification or any otherwise applicable insurance
     coverage under a policy maintained by the Corporation or any other person.

     Expenses incurred by a director or officer of the Corporation in defending
     a civil or criminal action, suit or proceeding by reason of the fact that
     he or she is or was a director or officer of the Corporation (or was
     serving at the corporation's request as a director or officer of another
     corporation) shall be paid by the Corporation in advance of the final
     disposition of such action, suit or proceeding upon receipt of an
     undertaking by or on behalf of such director or officer to repay such
     amount if it shall ultimately be determined that such director or officer
     is not entitled to be indemnified by the Corporation as authorized by
     relevant sections of the General Corporation Law of Delaware.
     Notwithstanding the foregoing, the Corporation shall not be required to
     advance such expenses to an agent who is a party to an action, suit or
     proceeding brought by the Corporation and approved by a majority of the
     Board of Directors of the Corporation that alleges willful misappropriation
     of corporate assets by such agent, disclosure of confidential information
     in violation of such agent's fiduciary or contractual obligations to the
     Corporation or any other willful and deliberate breach in bad faith of such
     agent's duty to the Corporation or its stockholders.

     The foregoing provisions of this Section 7.6 shall be deemed to be a
     contract between the Corporation and each director or officer who serves in
     such capacity at any time while this bylaw is in effect, and any repeal or
     modification thereof shall not affect any rights or obligations then
     existing with respect to any state of facts then or theretofore existing or
     any action, suit or proceeding theretofore or thereafter brought based in
     whole or in part upon any such state of facts.

     The Board of Directors in its discretion shall have power on behalf of the
     Corporation to indemnify any person, other than a director or officer, made
     a party to any action, suit or

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<PAGE>

     proceeding by reason of the fact that such person, their testator or
     intestate, is or was an officer or employee of the Corporation.

     To assure indemnification under this Section 7.6 of all directors, officers
     and employees who are determined by the Corporation or otherwise to be or
     to have been "fiduciaries" of any employee benefit plan of the Corporation
     that may exist from time to time, Section 145 of the General Corporation
     Law of Delaware shall, for the purposes of this Section 7.6, be interpreted
     as follows: an "other enterprise" shall be deemed to include such an
     employee benefit plan, including without limitation, any plan of the
     corporation that is governed by the Act of Congress entitled "Employee
     Retirement Income Security Act of 1974," as amended from time to time; the
     Corporation shall be deemed to have requested a person to serve an employee
     benefit plan where the performance by such person of his duties to the
     Corporation also imposes duties on, or otherwise involves services by, such
     person to the plan or participants or beneficiaries of the plan; excise
     taxes assessed on a person with respect to an employee benefit plan
     pursuant to such Act of Congress shall be deemed "fines."

                                   ARTICLE 8
                                  AMENDMENTS

8.1  These bylaws may be altered, amended or repealed or new bylaws may be
     adopted by stockholders holding at least seventy-five percent (75%) of the
     Corporation's outstanding capital stock ("Amending Stockholders") or by the
     Board of Directors, when such power is conferred upon the Board of
     Directors by the certificate of incorporation at any regular meeting of the
     stockholders or of the Board of Directors or by the Amending Stockholders
     at any special meeting of the stockholders or by the Board of Directors at
     any special meeting of the Board of Directors if notice of such alteration,
     amendment, repeal or adoption of new bylaws be contained in the notice of
     such special meeting. If the power to adopt, amend or repeal bylaws is
     conferred upon the Board of Directors by the certificate or incorporation
     it shall not divest or limit the power of the stockholders to adopt, amend
     or repeal bylaws.

                                   ARTICLE 9
                               LOANS TO OFFICERS

9.1  The corporation may lend money to, or guarantee any obligation of, or
     otherwise assist any officer or other employee of the corporation or of its
     subsidiaries, including any officer or employee who is a Director of the
     corporation or its subsidiaries, whenever, in the judgment of the Board of
     Directors, such loan, guarantee or assistance may reasonably be expected to
     benefit the corporation. The loan, guarantee or other assistance may be
     with or without interest and may be unsecured, or secured in such manner as
     the Board of Directors shall approve, including, without limitation, a
     pledge of shares of stock of the corporation. Nothing in these bylaws shall
     be deemed to deny, limit or restrict the powers of guaranty or warranty of
     the corporation at common law or under any statute.

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                          CERTIFICATE OF SECRETARY OF
                                METASOLV, INC.

          The undersigned, Jonathan K. Hustis, hereby certifies that he is the
duly elected and acting Secretary of MetaSolv, Inc., a Delaware corporation (the
"Corporation"), and that the Bylaws attached hereto constitute the Bylaws of
said Corporation as duly adopted by the Directors on December 27, 2000.

          IN WITNESS WHEREOF, the undersigned has hereunto subscribed his name
this 27th day of December 2000.


                              /s/ Jonathan K. Hustis
                              ___________________________________________
                              Jonathan K. Hustis
                              Secretary