<PAGE>

As filed with the Securities and Exchange Commission on April 20, 2000
                                                        Registration No.333-____
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                   FORM S-8

                         REGISTRATION STATEMENT UNDER
                          THE SECURITIES ACT OF 1933

                                MATRIXONE, INC.
            (Exact Name of Registrant as Specified in Its Charter)

             Delaware                            02-0372301
    (State or Other Jurisdiction of   (I.R.S. Employer Identification No.)
    Incorporation or Organization)

                                MatrixOne, Inc.
                              Two Executive Drive
                             Chelmsford, MA 01824
              (Address of Principal Executive Offices) (Zip Code)
                             ____________________

                       2000 Employee Stock Purchase Plan
                                1999 Stock Plan
                      Amended and Restated 1996 Stock Plan
                  Amended and Restated 1987 Stock Option Plan
                           (Full Title of the Plan)
                             ____________________

                               Mark F. O'Connell
                      President & Chief Executive Officer
                                MatrixOne, Inc.
                              Two Executive Drive
                              Chelmsford, MA 01824
                    (Name and Address of Agent For Service)


                                 (978) 322-2000
         (Telephone Number, Including Area Code, of Agent For Service)
                         ______________________________

                                    Copy to:
                           Gordon H. Hayes, Jr., Esq.
                        TESTA, HURWITZ & THIBEAULT, LLP
                                125 High Street
                          Boston, Massachusetts 02110
                                 (617) 248-7000

================================================================================
<PAGE>

                        CALCULATION OF REGISTRATION FEE
================================================================================

<TABLE>
<CAPTION>
                                                                       Proposed
                                                                       Maximum         Proposed Maximum
                                                  Amount to be      Offering Price    Aggregate Offering           Amount of
  Title of Securities to be Registered             Registered         Per Share              Price            Registration Fee (3)
  ------------------------------------             -----------     --------------    -------------------      --------------------
<S>                                               <C>              <C>               <C>                      <C>
2000 Employee Stock Purchase Plan
Common Stock (Par Value $.01 Per Share)             1,350,000 (2)           $22.094     $   29,826,900.00               $ 7,874.30



1999 Stock Plan
Common Stock (Par Value $.01 Per Share)                20,250 (1)           $ 35.00        $   708,750.00               $   187.11
                                                        1,000 (1)           $ 50.20        $    50,200.00               $    13.25
                                                    1,478,750 (2)           $22.094        $32,671,502.50               $ 8,625.28



Amended and Restated 1996 Stock Plan
Common Stock (Par Value $.01 Per Share)                 6,756 (1)           $  0.33        $     2,229.48               $     0.59
                                                   10,109,138 (1)           $  0.44        $ 4,448,020.72               $ 1,174.28
                                                      472,500 (1)           $  0.67        $   316,575.00               $    83.58
                                                    1,665,411 (1)           $  1.11        $ 1,848,606.21               $   488.03
                                                      132,000 (1)           $  3.33        $   439,560.00               $   116.04
                                                      112,500 (1)           $  6.67        $   750,375.00               $   198.10
                                                      443,137 (1)           $  8.00        $ 3,545,096.00               $   935.91
                                                      208,200 (1)           $ 13.00        $ 2,706,600.00               $   714.54
                                                      112,800 (1)           $ 21.00        $ 2,368,800.00               $   625.36
                                                        4,000 (1)           $ 68.50        $   274,000.00               $    72.34
                                                      683,558 (2)           $22.094        $15,102,530.45               $ 3,987.07


Amended and Restated 1987 Stock Option
 Plan
Common Stock (Par Value $.01 Per Share)             1,369,170 (1)           $  0.33        $   451,826.10               $   119.28
                                                    1,040,151 (1)           $  0.44        $   457,666.44               $   120.82
                                                   -------------                           --------------               ----------
TOTAL:                                             19,209,321                              $95,969,237.90               $25,335.88
</TABLE>

___________________________________________

(1) Such shares are issuable upon exercise of outstanding options with fixed
    exercise prices.  Pursuant to Rule 457(h), the aggregate offering price and
    the fee have been computed upon the basis of the price at which the options
    may be exercised.  The offering price per share set forth for such shares is
    the exercise price per share at which such options are exercisable.

(2) The price of $22.094 per share, which is the average of the high and low
    prices of the Common Stock of the Registrant reported on the Nasdaq National
    Market on April 17, 2000, is set forth solely for purposes of calculating
    the filing fee pursuant to Rule 457(c) and has been used for those shares
    without a fixed exercise price.

(3) Calculated pursuant to Section 6(b) of the Securities Act of 1933.

                                       2
<PAGE>

                                    PART I


             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


Item 1.   Plan Information.


          The documents containing the information specified in this Item 1 will
be sent or given to employees, directors and others as specified by Rule
428(b)(1). In accordance with the rules and regulations of the Securities and
Exchange Commission (the "Commission") and the instructions to Form S-8, such
documents are not being filed with the Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424.


Item 2.   Registrant Information and Employee Plan Annual Information.


          The documents containing the information specified in this Item 2 will
be sent or given to employees, directors or others as specified by Rule
428(b)(1). In accordance with the rules and regulations of the Commission and
the instructions to Form S-8, such documents are not being filed with the
Commission either as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424.


                                    PART II


              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.   Incorporation of Documents by Reference.


          The following documents filed by MatrixOne, Inc. (the "Company" or the
"Registrant") with the Commission pursuant to the Securities Act of 1933, as
amended (the "Securities Act") and the Securities Exchange Act of 1934, as
amended (the "Exchange Act") are incorporated by reference in this Registration
Statement:


          (a)  The Registrant's Prospectus dated February 29, 2000, contained in
               the Registrant's Registration Statement No. 333-92731 on Form S-
               1, as amended (the "S-1 Registration Statement") filed pursuant
               to the Securities Act.


          (b)  The section entitled "Description of Registrant's Securities to
               be Registered" contained in the Registrant's Registration
               Statement on Form 8-A, filed with the Commission pursuant to
               Section 12(g) of the Exchange Act on February 2, 2000.


          All documents subsequently filed with the Commission by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered herein have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such documents.


Item 4.   Description of Securities.


          Not applicable.

                                       3
<PAGE>

Item 5.   Interest of Named Experts and Counsel.


          Not applicable.


Item 6.   Indemnification of Directors and Officers.


          The Delaware General Corporation Law and the Company's Certificate of
Incorporation and By-laws, as amended, provide for indemnification of the
Company's directors and officers for liabilities and expenses that they may
incur in such capacities.


          The Company's Certificate of Incorporation provides that, to the
maximum extent permitted by the General Corporation Law of the State of
Delaware, no director of the Company shall be personally liable to the Company
or to any of its stockholders for monetary damages arising out of such
director's breach of fiduciary duty.


          In addition, the Company's By-laws provide that the Company shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative by reason of the fact that such
person is or was a director, trustee, partner, officer, employee or agent of the
Company, or is or was serving at the request of the Company as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise or non-profit entity, against all liability, losses,
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement by such person in connection with such action, suit or proceeding.
The Company shall only provide indemnification if such person acted in good
faith and in a manner reasonably believed to be in or not opposed to the best
interests of the Company, and, with respect to any criminal action or
proceedings, if such person had no reasonable cause to believe his conduct was
unlawful.


          The Underwriting Agreement by and between the Company and Goldman
Sachs & Co., Dain Rauscher Wessels Incorporated, U.S. Bancorp Piper Jaffray Inc.
and Soundview Technology Group Inc., as representatives of the Underwriters
named in Schedule A thereto, provides that the underwriters are obligated, under
certain circumstances, to indemnify directors, officers and controlling persons
of the Company against certain liabilities, including liabilities under the
Securities Act of 1933, as amended (the "Securities Act").


          In addition, the Company maintains directors and officers liability
insurance for the benefit of its directors and certain of its officers.


Item 7.   Exemption from Registration Claimed.


          Not applicable.


Item 8.   Exhibits.


Exhibit No.    Description of Exhibit
-----------    ----------------------


4.1            Specimen certificate for shares of the Registrant's Common Stock
               (filed as Exhibit 4.1 to the Registration Statement on Form S-1
               (SEC File No. 333-92731) and incorporated herein by reference).

4.2            Second Amended and Restated Certificate of Incorporation of the
               Registrant.

4.3            Amended and Restated By-Laws of the Registrant.

4.4            1999 Stock Plan.

                                       4
<PAGE>

4.5       Amended and Restated 1996 Stock Plan (filed as Exhibit 10.2 to the
          Registration Statement on Form S-1 (SEC File No. 333-92731) and
          incorporated herein by reference).

4.6       Amended and Restated 1987 Stock Option Plan (filed as Exhibit 10.1 to
          the Registration Statement on Form S-1 (SEC File No. 333-92731) and
          incorporated herein by reference).

4.7       2000 Employee Stock Purchase Plan.

5.1       Opinion of Testa, Hurwitz & Thibeault, LLP.

23.1      Consent of Arthur Andersen LLP.

23.2      Consent of Testa, Hurwitz & Thibeault, LLP (included in Exhibit 5.1).

24.1      Power of Attorney (included as part of the signature page to this
          Registration Statement).


Item 9.   Undertakings.


          (a)  The undersigned Registrant hereby undertakes:


          (1)    To file, during any period in which offers or sales are being
          made, a post-effective amendment to this Registration Statement:


               (i)   To include any prospectus required by Section 10(a)(3) of
               the Securities Act of 1933;


               (ii)  To reflect in the prospectus any facts or events arising
               after the effective date of the registration statement (or the
               most recent post-effective amendment thereof) which, individually
               or in the aggregate, represent a fundamental change in the
               information set forth in the registration statement.
               Notwithstanding the foregoing, any increase or decrease in volume
               of securities offered (if the total dollar value of securities
               offered would not exceed that which was registered) and any
               deviation from the low or high end of the estimated maximum
               offering range may be reflected in the form of prospectus filed
               with the Commission pursuant to Rule 424(b) if, in the aggregate,
               the changes in volume and price represent no more than a 20
               percent change in the maximum aggregate offering price set forth
               in the "Calculation of Registration Fee" table in the effective
               registration statement;


               (iii)  To include any material information with respect to the
               plan of distribution not previously disclosed in the registration
               statement or any material change to such information in the
               registration statement;


          provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
          apply if the registration statement is on Form S-3, Form S-8 or
          Form F-3, and the information required to be included in a post-
          effective amendment by those paragraphs is contained in periodic
          reports filed with or furnished to the Commission by the Registrant
          pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
          that are incorporated by reference in the Registration Statement.


          (2)  That, for the purpose of determining any liability under the
          Securities Act of 1933, each such post-effective amendment shall be
          deemed to be a new registration statement relating to the securities
          offered therein, and the offering of such securities at that time
          shall be deemed to be the initial bona fide offering thereof;

                                       5
<PAGE>

          (3)  To remove from registration by means of a post-effective
          amendment any of the securities being registered which remain unsold
          at the termination of the offering.


     (b)  The undersigned Registrant hereby undertakes that, for purposes of
          determining any liability under the Securities Act of 1933, each
          filing of the Registrant's annual report pursuant to Section 13(a) or
          Section 15(d) of the Securities Exchange Act of 1934 (and, where
          applicable, each filing of an employee benefit plan's annual report
          pursuant to Section 15(d) of the Securities Exchange Act of 1934) that
          is incorporated by reference in the registration statement shall be
          deemed to be a new registration statement relating to the securities
          offered therein, and the offering of such securities at that time
          shall be deemed to be the initial bona fide offering thereof.


     (c)  Insofar as indemnification for liabilities arising under the
          Securities Act of 1933 may be permitted to directors, officers and
          controlling persons of the Registrant pursuant to the foregoing
          provisions, or otherwise, the Registrant has been advised that in the
          opinion of the Securities and Exchange Commission such indemnification
          is against public policy as expressed in the Act and is, therefore,
          unenforceable.  In the event that a claim for indemnification against
          such liabilities (other than the payment by the Registrant of expenses
          incurred or paid by a director, officer or controlling person of the
          Registrant in the successful defense of any action, suit or
          proceeding) is asserted by such director, officer or controlling
          person in connection with the securities being registered, the
          Registrant will, unless in the opinion of its counsel the matter has
          been settled by controlling precedent, submit to a court of
          appropriate jurisdiction the question whether such indemnification by
          it is against public policy as expressed in the Act and will be
          governed by the final adjudication of such issue.

                                       6
<PAGE>

                                  SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chelmsford, Commonwealth of Massachusetts, on this
20th day of April, 2000.


                                        MATRIXONE, INC.


                                        By:  /s/ Mark F. O'Connell
                                           -----------------------
                                           Mark F. O'Connell
                                           President and Chief Executive Officer



                        POWER OF ATTORNEY AND SIGNATURES


     The undersigned officers and directors of MatrixOne, Inc., hereby
constitute and appoint Mark F. O'Connell and Maurice L. Castonguay, and each of
them singly, our true and lawful attorneys-in-fact, with full power to them and
each of them singly, to sign for us in our names in the capacities indicated
below, any amendments to this Registration Statement on Form S-8 (including
post-effective amendments), and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, and generally to do all things in our names and on our behalf in our
capacities as officers and directors to enable MatrixOne, Inc., to comply with
the provisions of the Securities Act of 1933, as amended, hereby ratifying and
confirming our signatures as they may be signed by our said attorneys, or any of
them, to said Registration Statement and all amendments thereto.


     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
        Signature                          Title(s)                                          Date
        ---------                          --------                                          ----
<S>                                        <C>                                               <C>
/s/ Mark F. O'Connell                      President, Chief Executive Officer                April 20, 2000
---------------------------
Mark F. O'Connell                          and Director (Principal Executive Officer)

/s/ Maurice L. Castonguay                  Chief Financial Officer, Vice President           April 20, 2000
---------------------------
Maurice L. Castonguay                      of Finance and Administration and
                                           Treasurer (Principal Financial and
                                           Accounting Officer)

/s/ Ellen Carnahan                         Director                                          April 20, 2000
---------------------------
Ellen Carnahan

/s/ Daniel J. Holland                      Director                                          April 20, 2000
---------------------------
Daniel J. Holland

/s/ James F. Morgan                        Director                                          April 20, 2000
---------------------------
James F. Morgan

/s/ Charles R. Stuckey, Jr.                Director                                          April 20, 2000
---------------------------
Charles R. Stuckey, Jr.
</TABLE>

                                       7
<PAGE>

                                 EXHIBIT INDEX


Exhibit No.    Description of Exhibit
-----------    ----------------------

4.1            Specimen certificate for shares of the Registrant's Common Stock
               (filed as Exhibit 4.1 to the Registration Statement on Form S-1
               (SEC File No. 333-92731) and incorporated herein by reference).

4.2            Second Amended and Restated Certificate of Incorporation of the
               Registrant.

4.3            Amended and Restated By-Laws of the Registrant.

4.4            1999 Stock Plan.

4.5            Amended and Restated 1996 Stock Plan (filed as Exhibit 10.2 to
               the Registration Statement on Form S-1 (SEC File No. 333-92731)
               and incorporated herein by reference).

4.6            Amended and Restated 1987 Stock Option Plan (filed as Exhibit
               10.1 to the Registration Statement on Form S-1 (SEC File No. 333-
               92731) and incorporated herein by reference).

4.7            2000 Employee Stock Purchase Plan.

5.1            Opinion of Testa, Hurwitz & Thibeault, LLP.

23.1           Consent of Arthur Andersen LLP.

23.2           Consent of Testa, Hurwitz & Thibeault, LLP (included in Exhibit
               5.1).

24.1           Power of Attorney (included as part of the signature page to this
               Registration Statement).
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 23310}]
{"company-data": {"conformed-name": "MATRIXONE INC", "cik": "0000786998", "assigned-sic": "7372", "irs-number": "020372301", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-35310", "film-number": "606116"}, "business-address": {"street1": "TWO EXECUTIVE DR", "city": "CHEMSFORD", "state": "MA", "zip": "01824"}, "mail-address": {"street1": "TWO EXECUTIVE DRIVE", "city": "CHELMSFORD", "state": "MA", "zip": "01824"}}
As filed with the Securities and Exchange Commission on April 20, 2000
                                                        Registration No.333-____
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                   FORM S-8

                         REGISTRATION STATEMENT UNDER
                          THE SECURITIES ACT OF 1933

                                MATRIXONE, INC.
            (Exact Name of Registrant as Specified in Its Charter)

             Delaware                            02-0372301
    (State or Other Jurisdiction of   (I.R.S. Employer Identification No.)
    Incorporation or Organization)

                                MatrixOne, Inc.
                              Two Executive Drive
                             Chelmsford, MA 01824
              (Address of Principal Executive Offices) (Zip Code)
                             ____________________

                       2000 Employee Stock Purchase Plan
                                1999 Stock Plan
                      Amended and Restated 1996 Stock Plan
                  Amended and Restated 1987 Stock Option Plan
                           (Full Title of the Plan)
                             ____________________

                               Mark F. O'Connell
                      President & Chief Executive Officer
                                MatrixOne, Inc.
                              Two Executive Drive
                              Chelmsford, MA 01824
                    (Name and Address of Agent For Service)

                                 (978) 322-2000
         (Telephone Number, Including Area Code, of Agent For Service)
                         ______________________________

                                    Copy to:
                           Gordon H. Hayes, Jr., Esq.
                        TESTA, HURWITZ & THIBEAULT, LLP
                                125 High Street
                          Boston, Massachusetts 02110
                                 (617) 248-7000

================================================================================
CALCULATION OF REGISTRATION FEE
================================================================================
Proposed
                                                                       Maximum         Proposed Maximum
                                                  Amount to be      Offering Price    Aggregate Offering           Amount of
  Title of Securities to be Registered             Registered         Per Share              Price            Registration Fee (3)
  ------------------------------------             -----------     --------------    -------------------      --------------------
2000 Employee Stock Purchase Plan
Common Stock (Par Value $.01 Per Share)             1,350,000 (2)           $22.094     $   29,826,900.00               $ 7,874.30

1999 Stock Plan
Common Stock (Par Value $.01 Per Share)                20,250 (1)           $ 35.00        $   708,750.00               $   187.11
                                                        1,000 (1)           $ 50.20        $    50,200.00               $    13.25
                                                    1,478,750 (2)           $22.094        $32,671,502.50               $ 8,625.28

Amended and Restated 1996 Stock Plan
Common Stock (Par Value $.01 Per Share)                 6,756 (1)           $  0.33        $     2,229.48               $     0.59
                                                   10,109,138 (1)           $  0.44        $ 4,448,020.72               $ 1,174.28
                                                      472,500 (1)           $  0.67        $   316,575.00               $    83.58
                                                    1,665,411 (1)           $  1.11        $ 1,848,606.21               $   488.03
                                                      132,000 (1)           $  3.33        $   439,560.00               $   116.04
                                                      112,500 (1)           $  6.67        $   750,375.00               $   198.10
                                                      443,137 (1)           $  8.00        $ 3,545,096.00               $   935.91
                                                      208,200 (1)           $ 13.00        $ 2,706,600.00               $   714.54
                                                      112,800 (1)           $ 21.00        $ 2,368,800.00               $   625.36
                                                        4,000 (1)           $ 68.50        $   274,000.00               $    72.34
                                                      683,558 (2)           $22.094        $15,102,530.45               $ 3,987.07

Amended and Restated 1987 Stock Option
 Plan
Common Stock (Par Value $.01 Per Share)             1,369,170 (1)           $  0.33        $   451,826.10               $   119.28
                                                    1,040,151 (1)           $  0.44        $   457,666.44               $   120.82
                                                   -------------                           --------------               ----------
TOTAL:                                             19,209,321                              $95,969,237.90               $25,335.88
___________________________________________

(1) Such shares are issuable upon exercise of outstanding options with fixed
    exercise prices.  Pursuant to Rule 457(h), the aggregate offering price and
    the fee have been computed upon the basis of the price at which the options
    may be exercised.  The offering price per share set forth for such shares is
    the exercise price per share at which such options are exercisable.

(2) The price of $22.094 per share, which is the average of the high and low
    prices of the Common Stock of the Registrant reported on the Nasdaq National
    Market on April 17, 2000, is set forth solely for purposes of calculating
    the filing fee pursuant to Rule 457(c) and has been used for those shares
    without a fixed exercise price.

(3) Calculated pursuant to Section 6(b) of the Securities Act of 1933.

                                       2
PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.   Plan Information.

          The documents containing the information specified in this Item 1 will
be sent or given to employees, directors and others as specified by Rule
428(b)(1). In accordance with the rules and regulations of the Securities and
Exchange Commission (the "Commission") and the instructions to Form S-8, such
documents are not being filed with the Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424.

Item 2.   Registrant Information and Employee Plan Annual Information.

          The documents containing the information specified in this Item 2 will
be sent or given to employees, directors or others as specified by Rule
428(b)(1). In accordance with the rules and regulations of the Commission and
the instructions to Form S-8, such documents are not being filed with the
Commission either as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424.

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

          The following documents filed by MatrixOne, Inc. (the "Company" or the
"Registrant") with the Commission pursuant to the Securities Act of 1933, as
amended (the "Securities Act") and the Securities Exchange Act of 1934, as
amended (the "Exchange Act") are incorporated by reference in this Registration
Statement:

          (a)  The Registrant's Prospectus dated February 29, 2000, contained in
               the Registrant's Registration Statement No. 333-92731 on Form S-
               1, as amended (the "S-1 Registration Statement") filed pursuant
               to the Securities Act.

          (b)  The section entitled "Description of Registrant's Securities to
               be Registered" contained in the Registrant's Registration
               Statement on Form 8-A, filed with the Commission pursuant to
               Section 12(g) of the Exchange Act on February 2, 2000.

          All documents subsequently filed with the Commission by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered herein have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such documents.

Item 4.   Description of Securities.

          Not applicable.

                                       3
Item 5.   Interest of Named Experts and Counsel.

          Not applicable.

Item 6.   Indemnification of Directors and Officers.

          The Delaware General Corporation Law and the Company's Certificate of
Incorporation and By-laws, as amended, provide for indemnification of the
Company's directors and officers for liabilities and expenses that they may
incur in such capacities.

          The Company's Certificate of Incorporation provides that, to the
maximum extent permitted by the General Corporation Law of the State of
Delaware, no director of the Company shall be personally liable to the Company
or to any of its stockholders for monetary damages arising out of such
director's breach of fiduciary duty.

          In addition, the Company's By-laws provide that the Company shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative by reason of the fact that such
person is or was a director, trustee, partner, officer, employee or agent of the
Company, or is or was serving at the request of the Company as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise or non-profit entity, against all liability, losses,
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement by such person in connection with such action, suit or proceeding.
The Company shall only provide indemnification if such person acted in good
faith and in a manner reasonably believed to be in or not opposed to the best
interests of the Company, and, with respect to any criminal action or
proceedings, if such person had no reasonable cause to believe his conduct was
unlawful.

          The Underwriting Agreement by and between the Company and Goldman
Sachs & Co., Dain Rauscher Wessels Incorporated, U.S. Bancorp Piper Jaffray Inc.
and Soundview Technology Group Inc., as representatives of the Underwriters
named in Schedule A thereto, provides that the underwriters are obligated, under
certain circumstances, to indemnify directors, officers and controlling persons
of the Company against certain liabilities, including liabilities under the
Securities Act of 1933, as amended (the "Securities Act").

          In addition, the Company maintains directors and officers liability
insurance for the benefit of its directors and certain of its officers.

Item 7.   Exemption from Registration Claimed.

          Not applicable.

Item 8.   Exhibits.

Exhibit No.    Description of Exhibit
-----------    ----------------------

4.1            Specimen certificate for shares of the Registrant's Common Stock
               (filed as Exhibit 4.1 to the Registration Statement on Form S-1
               (SEC File No. 333-92731) and incorporated herein by reference).

4.2            Second Amended and Restated Certificate of Incorporation of the
               Registrant.

4.3            Amended and Restated By-Laws of the Registrant.

4.4            1999 Stock Plan.

                                       4
4.5       Amended and Restated 1996 Stock Plan (filed as Exhibit 10.2 to the
          Registration Statement on Form S-1 (SEC File No. 333-92731) and
          incorporated herein by reference).

4.6       Amended and Restated 1987 Stock Option Plan (filed as Exhibit 10.1 to
          the Registration Statement on Form S-1 (SEC File No. 333-92731) and
          incorporated herein by reference).

4.7       2000 Employee Stock Purchase Plan.

5.1       Opinion of Testa, Hurwitz & Thibeault, LLP.

23.1      Consent of Arthur Andersen LLP.

23.2      Consent of Testa, Hurwitz & Thibeault, LLP (included in Exhibit 5.1).

24.1      Power of Attorney (included as part of the signature page to this
          Registration Statement).

Item 9.   Undertakings.

          (a)  The undersigned Registrant hereby undertakes:

          (1)    To file, during any period in which offers or sales are being
          made, a post-effective amendment to this Registration Statement:

               (i)   To include any prospectus required by Section 10(a)(3) of
               the Securities Act of 1933;

               (ii)  To reflect in the prospectus any facts or events arising
               after the effective date of the registration statement (or the
               most recent post-effective amendment thereof) which, individually
               or in the aggregate, represent a fundamental change in the
               information set forth in the registration statement.
               Notwithstanding the foregoing, any increase or decrease in volume
               of securities offered (if the total dollar value of securities
               offered would not exceed that which was registered) and any
               deviation from the low or high end of the estimated maximum
               offering range may be reflected in the form of prospectus filed
               with the Commission pursuant to Rule 424(b) if, in the aggregate,
               the changes in volume and price represent no more than a 20
               percent change in the maximum aggregate offering price set forth
               in the "Calculation of Registration Fee" table in the effective
               registration statement;

               (iii)  To include any material information with respect to the
               plan of distribution not previously disclosed in the registration
               statement or any material change to such information in the
               registration statement;

          provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
          apply if the registration statement is on Form S-3, Form S-8 or
          Form F-3, and the information required to be included in a post-
          effective amendment by those paragraphs is contained in periodic
          reports filed with or furnished to the Commission by the Registrant
          pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
          that are incorporated by reference in the Registration Statement.

          (2)  That, for the purpose of determining any liability under the
          Securities Act of 1933, each such post-effective amendment shall be
          deemed to be a new registration statement relating to the securities
          offered therein, and the offering of such securities at that time
          shall be deemed to be the initial bona fide offering thereof;

                                       5
(3)  To remove from registration by means of a post-effective
          amendment any of the securities being registered which remain unsold
          at the termination of the offering.

     (b)  The undersigned Registrant hereby undertakes that, for purposes of
          determining any liability under the Securities Act of 1933, each
          filing of the Registrant's annual report pursuant to Section 13(a) or
          Section 15(d) of the Securities Exchange Act of 1934 (and, where
          applicable, each filing of an employee benefit plan's annual report
          pursuant to Section 15(d) of the Securities Exchange Act of 1934) that
          is incorporated by reference in the registration statement shall be
          deemed to be a new registration statement relating to the securities
          offered therein, and the offering of such securities at that time
          shall be deemed to be the initial bona fide offering thereof.

     (c)  Insofar as indemnification for liabilities arising under the
          Securities Act of 1933 may be permitted to directors, officers and
          controlling persons of the Registrant pursuant to the foregoing
          provisions, or otherwise, the Registrant has been advised that in the
          opinion of the Securities and Exchange Commission such indemnification
          is against public policy as expressed in the Act and is, therefore,
          unenforceable.  In the event that a claim for indemnification against
          such liabilities (other than the payment by the Registrant of expenses
          incurred or paid by a director, officer or controlling person of the
          Registrant in the successful defense of any action, suit or
          proceeding) is asserted by such director, officer or controlling
          person in connection with the securities being registered, the
          Registrant will, unless in the opinion of its counsel the matter has
          been settled by controlling precedent, submit to a court of
          appropriate jurisdiction the question whether such indemnification by
          it is against public policy as expressed in the Act and will be
          governed by the final adjudication of such issue.

                                       6
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chelmsford, Commonwealth of Massachusetts, on this
20th day of April, 2000.

                                        MATRIXONE, INC.

                                        By:  /s/ Mark F. O'Connell
                                           -----------------------
                                           Mark F. O'Connell
                                           President and Chief Executive Officer

                        POWER OF ATTORNEY AND SIGNATURES

     The undersigned officers and directors of MatrixOne, Inc., hereby
constitute and appoint Mark F. O'Connell and Maurice L. Castonguay, and each of
them singly, our true and lawful attorneys-in-fact, with full power to them and
each of them singly, to sign for us in our names in the capacities indicated
below, any amendments to this Registration Statement on Form S-8 (including
post-effective amendments), and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, and generally to do all things in our names and on our behalf in our
capacities as officers and directors to enable MatrixOne, Inc., to comply with
the provisions of the Securities Act of 1933, as amended, hereby ratifying and
confirming our signatures as they may be signed by our said attorneys, or any of
them, to said Registration Statement and all amendments thereto.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature                          Title(s)                                          Date
        ---------                          --------                                          ----
/s/ Mark F. O'Connell                      President, Chief Executive Officer                April 20, 2000
---------------------------
Mark F. O'Connell                          and Director (Principal Executive Officer)

/s/ Maurice L. Castonguay                  Chief Financial Officer, Vice President           April 20, 2000
---------------------------
Maurice L. Castonguay                      of Finance and Administration and
                                           Treasurer (Principal Financial and
                                           Accounting Officer)

/s/ Ellen Carnahan                         Director                                          April 20, 2000
---------------------------
Ellen Carnahan

/s/ Daniel J. Holland                      Director                                          April 20, 2000
---------------------------
Daniel J. Holland

/s/ James F. Morgan                        Director                                          April 20, 2000
---------------------------
James F. Morgan

/s/ Charles R. Stuckey, Jr.                Director                                          April 20, 2000
---------------------------
Charles R. Stuckey, Jr.
7
EXHIBIT INDEX

Exhibit No.    Description of Exhibit
-----------    ----------------------

4.1            Specimen certificate for shares of the Registrant's Common Stock
               (filed as Exhibit 4.1 to the Registration Statement on Form S-1
               (SEC File No. 333-92731) and incorporated herein by reference).

4.2            Second Amended and Restated Certificate of Incorporation of the
               Registrant.

4.3            Amended and Restated By-Laws of the Registrant.

4.4            1999 Stock Plan.

4.5            Amended and Restated 1996 Stock Plan (filed as Exhibit 10.2 to
               the Registration Statement on Form S-1 (SEC File No. 333-92731)
               and incorporated herein by reference).

4.6            Amended and Restated 1987 Stock Option Plan (filed as Exhibit
               10.1 to the Registration Statement on Form S-1 (SEC File No. 333-
               92731) and incorporated herein by reference).

4.7            2000 Employee Stock Purchase Plan.

5.1            Opinion of Testa, Hurwitz & Thibeault, LLP.

23.1           Consent of Arthur Andersen LLP.

23.2           Consent of Testa, Hurwitz & Thibeault, LLP (included in Exhibit
               5.1).

24.1           Power of Attorney (included as part of the signature page to this
               Registration Statement).