<PAGE>

                                                     Registration No. 333-_____

    As filed with the Securities and Exchange Commission on November 18, 1999
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                           --------------------------

                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                -----------------------------------------------

                             METASOLV SOFTWARE, INC.
             (Exact name of registrant as specified in its charter)


                DELAWARE                                 75-2436509
      (State or other Jurisdiction                    (I.R.S. Employer
    of incorporation or organization)              Identification Number)

          5560 TENNYSON PARKWAY                        (972) 403-8300
           PLANO, TEXAS 75024                   (Telephone number, including
    (Address, including zip code, of             area code, of registrant's
registrant's principal executive offices)       principal executive offices)



                             METASOLV SOFTWARE, INC.
                            LONG-TERM INCENTIVE PLAN

                              MR. GLENN ETHERINGTON
                             CHIEF FINANCIAL OFFICER
                             METASOLV SOFTWARE, INC.
                              5560 TENNYSON PARKWAY
                               PLANO, TEXAS 75024
                                 (972) 403-8300
       (Name, address, including zip code and telephone number, including
                        area code, of agent for service)


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
-------------------------- ---------------------- ---------------------- ---------------------- ----------------------
Title of each                  Amount to be         Proposed maximum       Proposed maximum           Amount of
class of securities            registered(1)       offering price per     aggregate offering     registration fee(2)
to be registered                                        share(2)               price(2)
-------------------------- ---------------------- ---------------------- ---------------------- ----------------------
<S>                        <C>                    <C>                    <C>                    <C>
Common Stock, par value          9,320,000                 $19               $177,080,000              $49,228
$.005 per share
-------------------------- ---------------------- ---------------------- ---------------------- ----------------------
</TABLE>

(1) This Registration Statement includes any additional shares of the
registrant's Common Stock that may be issued pursuant to antidilution provisions
contained in the plan.

(2) Pursuant to Rule 457(h), the registration fee was computed on the basis of
the offering price of the registrant's Common Stock on November 18, 1999.


<PAGE>

                                     PART II

                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT


ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents, which have heretofore been filed by MetaSolv
Software, Inc. (the "Company") with the Securities and Exchange Commission
(the "Commission"), are incorporated by reference in this Registration
Statement, except to the extent that any statement or information therein is
modified, superseded or replaced by a statement or information contained in
any other subsequently filed document incorporated herein by reference:

     (i)   the Company's prospectus dated November 17, 1999, to be filed
           pursuant to Rule 424(b) of the Securities Act of 1933, included as
           part of the Company's Registration Statement on Form S-1
           (File No. 333-86937);

    (ii)   the description of the Company's Common Stock, $.005 par value per
           share, contained in the Company's Registration Statement on Form
           8-A filed on November 16, 1999, including any amendment or report
           filed for the purpose of updating such description; and

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

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

                                       2

<PAGE>

     Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The Company has entered into indemnification agreements with each of its
directors and executive officers. The form of indemnity agreement provides
that the Company will indemnify against any and all expenses of the director
or executive officer who incurred such expenses because of his or her status
as a director or executive officer, to the fullest extent permitted by
Delaware law, the Company's certificate of incorporation and its bylaws.

     The Company's certificate of incorporation and bylaws contain certain
provisions relating to the limitation of liability and indemnification of
directors and officers. The certificate of incorporation provides that the
Company's directors shall not be personally liable to the Company or its
stockholders for monetary damages for any breach of fiduciary duty as a
director, except for liability

              -   for any breach of the director's duty of loyalty to the
                  Company or its stockholders;

              -   for acts or omissions not in good faith or that involve
                  intentional misconduct or a knowing violation of law;

              -   in respect of certain unlawful payments of dividends or
                  unlawful stock repurchases or redemptions as provided in
                  Section 174 of the Delaware General Corporation Law; or

              -   for any transaction from which the director derives any
                  improper personal benefit.

     The certificate of incorporation also provides that if the Delaware
General Corporation Law is amended after the approval by the Company's
stockholders of the certificate of incorporation to authorize corporate
action further eliminating or limiting the personal liability of directors,
then the liability of the Company's directors shall be eliminated or limited
to the fullest extent permitted by the Delaware General Corporation Law. The
foregoing provisions of the certificate of incorporation are not intended to
limit the liability of directors or officers for any violation of applicable
federal securities laws. In addition, as permitted by Section 145 of the
Delaware General Corporation Law, the Company's bylaws provide that

              -   the Company is required to indemnify its directors and
                  executive officers to the fullest extent permitted by the
                  Delaware General Corporation Law;

                                       3

<PAGE>

              -   the Company may, in its discretion, indemnify other officers,
                  employees and agents as provided by the Delaware General
                  Corporation Law;

              -   to the fullest extent permitted by the Delaware General
                  Corporation Law, the Company is required to advance all
                  expenses incurred by its directors and executive officers in
                  connection with a legal proceeding (subject to certain
                  exceptions);

              -   the rights conferred in the bylaws are not exclusive;

              -   the Company is authorized to enter into indemnification
                  agreements with its directors, officers, employees and agents;
                  and

              -   the Company may not retroactively amend the bylaws provisions
                  relating to indemnity.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8.  EXHIBITS.

See Exhibit Index which is incorporated herein by reference.

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 (the "Securities Act");

               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;

               iii.    To include any material information with respect to the
                       plan of distribution not previously disclosed in the
                       registration statement or

                                       4

<PAGE>

                       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 or Form
               S-8, and the information required to be included in a
               post-effective amendment by those paragraphs is contained in
               periodic reports filed by the registrant pursuant to Section
               13 or Section 15(d) of the Exchange Act that are incorporated
               by reference in the registration statement.

         (2)   That, for the purpose of determining any liability under the
               Securities Act, 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.

         (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, each filing of the
          registrant's annual report pursuant to Section 13(a) or Section 15(d)
          of the Exchange Act 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 may be permitted to officers, directors, and
          controlling persons of the registrant pursuant to the registrant's
          certificate of incorporation or by-laws, or otherwise, the registrant
          has been advised that in the opinion of the Commission such
          indemnification is against public policy as expressed in the
          Securities 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 Securities Act and will be governed by the final
          adjudication of such issue.

                                       5

<PAGE>

                                   SIGNATURES

     THE REGISTRANT. 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 Plano, State of Texas, on the 18th day of
November, 1999.

                                      MetaSolv Software, Inc.




                                      By:  /s/ James P. Janicki
                                           ----------------------
                                           James P. Janicki
                                           President and Chief Executive Officer










                                       6

<PAGE>

                                POWER OF ATTORNEY
     Know all men by these presents, that each person whose signature appears
below constitutes and appoints James P. Janicki, Sid Sack and Glenn
Etherington, and each of them singly, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and
in his name, place and stead, in any and all capacities (including his
capacity as a director and/or officer of MetaSolv Software, Inc.) to sign any
and all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or
their or his substitute or substitutes, may lawfully do or cause to be done
by virtue thereof.

     IN WITNESS WHEREOF, the undersigned have executed this power of attorney
on the 18th day of November, 1999.

<TABLE>
<CAPTION>
        SIGNATURE                                       TITLE                                   DATE
        ---------                                       -----                                   ----
<S>                                      <C>                                                 <C>
/s/ James P. Janicki
-----------------------------            President, Chief Executive Officer and              November 18, 1999
James P. Janicki                         Director (Principal Executive Officer)

/s/ Glenn A. Etherington
-----------------------------            Chief Financial Officer (Principal                  November 18, 1999
Glenn A. Etherington                     Financial and Accounting Officer)

/s/ David R. Semmel
-----------------------------            Director                                            November 18, 1999
David R. Semmel

/s/ William N. Sick, Jr.
-----------------------------            Director                                            November 18, 1999
William N. Sick, Jr.

/s/ Adam Solomon
-----------------------------            Director                                            November 18, 1999
Adam Solomon

/s/ John D. Thornton
-----------------------------            Director                                            November 18, 1999
John D. Thornton

/s/ Barry F. Eggers
-----------------------------            Director                                            November 18, 1999
Barry F. Eggers

/s/ John W. White
-----------------------------            Director                                            November 18, 1999
John W. White
</TABLE>

                                       7

<PAGE>

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in their
respective capacities on this 18th day of November, 1999.

<TABLE>
<CAPTION>
        SIGNATURE                                       TITLE                                   DATE
        ---------                                       -----                                   ----
<S>                                      <C>                                                 <C>
/s/ James P. Janicki
-----------------------------            President, Chief Executive Officer and              November 18, 1999
James P. Janicki                         Director (Principal Executive Officer)

/s/ Glenn A. Etherington
-----------------------------            Chief Financial Officer (Principal                  November 18, 1999
Glenn A. Etherington                     Financial and Accounting Officer)

/s/ David R. Semmel
-----------------------------            Director                                            November 18, 1999
David R. Semmel

/s/ William N. Sick, Jr.
-----------------------------            Director                                            November 18, 1999
William N. Sick, Jr.

/s/ Adam Solomon
-----------------------------            Director                                            November 18, 1999
Adam Solomon

/s/ John D. Thornton
-----------------------------            Director                                            November 18, 1999
John D. Thornton

/s/ Barry F. Eggers
-----------------------------            Director                                            November 18, 1999
Barry F. Eggers

/s/ John W. White
-----------------------------            Director                                            November 18, 1999
John W. White
</TABLE>

                                       8

<PAGE>

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit
 Number                            Description of Exhibit
-------                            ----------------------
<S>               <C>
  4.1             Amended and Restated Certificate of Incorporation of MetaSolv
                  Software, Inc.(1)

  4.2             Form of Amended and Restated Certificate of
                  Incorporation of MetaSolv Software, Inc. to be filed
                  after the closing of the offering made pursuant to the
                  Company's Registration Statement on Form S-1, filed on
                  September 10, 1999, as amended.(1)

  4.3             By-Laws of MetaSolv Software, Inc., as amended.(1)

  4.4             Investors' Rights Agreement, dated June 2, 1998, among
                  the Company and the shareholders named therein, as
                  amended.(1)

  4.5             Form of Amended and Restated By-Laws of MetaSolv Software, Inc.
                  to be effective upon the closing of the offering made pursuant
                  to the Company's Registration Statement on Form S-1, filed on
                  September 10, 1999, as amended.(1)

  4.6             MetaSolv Software, Inc. Long-Term Incentive Plan(2)

   5              Opinion of Sachnoff & Weaver, Ltd.

   23             Consent of KPMG LLP

   24             Powers of Attorney (contained on the signature page hereto)
</TABLE>

--------
(1) Incorporated by reference from the Company's Registration Statement on Form
    S-1 filed on September 10, 1999, as amended.
(2) Filed as an exhibit to the Company's Registration Statement on Form S-1
    filed on September 10, 1999, as amended.


                                       9
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 20449}]
{"company-data": {"conformed-name": "METASOLV SOFTWARE INC", "cik": "0000916704", "assigned-sic": "7371", "irs-number": "752476509"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-91233", "film-number": "99760532"}, "business-address": {"street1": "5560 TENNYSON PKWY", "city": "PLANO", "state": "TX", "zip": "75024", "phone": "9724038300"}, "mail-address": {"street1": "5560 TENNYSON PKWY", "city": "PLANO", "state": "TX", "zip": "75024"}}
Registration No. 333-_____

    As filed with the Securities and Exchange Commission on November 18, 1999
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                           --------------------------

                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                -----------------------------------------------

                             METASOLV SOFTWARE, INC.
             (Exact name of registrant as specified in its charter)

                DELAWARE                                 75-2436509
      (State or other Jurisdiction                    (I.R.S. Employer
    of incorporation or organization)              Identification Number)

          5560 TENNYSON PARKWAY                        (972) 403-8300
           PLANO, TEXAS 75024                   (Telephone number, including
    (Address, including zip code, of             area code, of registrant's
registrant's principal executive offices)       principal executive offices)

                             METASOLV SOFTWARE, INC.
                            LONG-TERM INCENTIVE PLAN

                              MR. GLENN ETHERINGTON
                             CHIEF FINANCIAL OFFICER
                             METASOLV SOFTWARE, INC.
                              5560 TENNYSON PARKWAY
                               PLANO, TEXAS 75024
                                 (972) 403-8300
       (Name, address, including zip code and telephone number, including
                        area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
-------------------------- ---------------------- ---------------------- ---------------------- ----------------------
Title of each                  Amount to be         Proposed maximum       Proposed maximum           Amount of
class of securities            registered(1)       offering price per     aggregate offering     registration fee(2)
to be registered                                        share(2)               price(2)
-------------------------- ---------------------- ---------------------- ---------------------- ----------------------
Common Stock, par value          9,320,000                 $19               $177,080,000              $49,228
$.005 per share
-------------------------- ---------------------- ---------------------- ---------------------- ----------------------
(1) This Registration Statement includes any additional shares of the
registrant's Common Stock that may be issued pursuant to antidilution provisions
contained in the plan.

(2) Pursuant to Rule 457(h), the registration fee was computed on the basis of
the offering price of the registrant's Common Stock on November 18, 1999.
PART II

                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents, which have heretofore been filed by MetaSolv
Software, Inc. (the "Company") with the Securities and Exchange Commission
(the "Commission"), are incorporated by reference in this Registration
Statement, except to the extent that any statement or information therein is
modified, superseded or replaced by a statement or information contained in
any other subsequently filed document incorporated herein by reference:

     (i)   the Company's prospectus dated November 17, 1999, to be filed
           pursuant to Rule 424(b) of the Securities Act of 1933, included as
           part of the Company's Registration Statement on Form S-1
           (File No. 333-86937);

    (ii)   the description of the Company's Common Stock, $.005 par value per
           share, contained in the Company's Registration Statement on Form
           8-A filed on November 16, 1999, including any amendment or report
           filed for the purpose of updating such description; and

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

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

                                       2
Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The Company has entered into indemnification agreements with each of its
directors and executive officers. The form of indemnity agreement provides
that the Company will indemnify against any and all expenses of the director
or executive officer who incurred such expenses because of his or her status
as a director or executive officer, to the fullest extent permitted by
Delaware law, the Company's certificate of incorporation and its bylaws.

     The Company's certificate of incorporation and bylaws contain certain
provisions relating to the limitation of liability and indemnification of
directors and officers. The certificate of incorporation provides that the
Company's directors shall not be personally liable to the Company or its
stockholders for monetary damages for any breach of fiduciary duty as a
director, except for liability

              -   for any breach of the director's duty of loyalty to the
                  Company or its stockholders;

              -   for acts or omissions not in good faith or that involve
                  intentional misconduct or a knowing violation of law;

              -   in respect of certain unlawful payments of dividends or
                  unlawful stock repurchases or redemptions as provided in
                  Section 174 of the Delaware General Corporation Law; or

              -   for any transaction from which the director derives any
                  improper personal benefit.

     The certificate of incorporation also provides that if the Delaware
General Corporation Law is amended after the approval by the Company's
stockholders of the certificate of incorporation to authorize corporate
action further eliminating or limiting the personal liability of directors,
then the liability of the Company's directors shall be eliminated or limited
to the fullest extent permitted by the Delaware General Corporation Law. The
foregoing provisions of the certificate of incorporation are not intended to
limit the liability of directors or officers for any violation of applicable
federal securities laws. In addition, as permitted by Section 145 of the
Delaware General Corporation Law, the Company's bylaws provide that

              -   the Company is required to indemnify its directors and
                  executive officers to the fullest extent permitted by the
                  Delaware General Corporation Law;

                                       3
-   the Company may, in its discretion, indemnify other officers,
                  employees and agents as provided by the Delaware General
                  Corporation Law;

              -   to the fullest extent permitted by the Delaware General
                  Corporation Law, the Company is required to advance all
                  expenses incurred by its directors and executive officers in
                  connection with a legal proceeding (subject to certain
                  exceptions);

              -   the rights conferred in the bylaws are not exclusive;

              -   the Company is authorized to enter into indemnification
                  agreements with its directors, officers, employees and agents;
                  and

              -   the Company may not retroactively amend the bylaws provisions
                  relating to indemnity.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8.  EXHIBITS.

See Exhibit Index which is incorporated herein by reference.

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 (the "Securities Act");

               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;

               iii.    To include any material information with respect to the
                       plan of distribution not previously disclosed in the
                       registration statement or

                                       4
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 or Form
               S-8, and the information required to be included in a
               post-effective amendment by those paragraphs is contained in
               periodic reports filed by the registrant pursuant to Section
               13 or Section 15(d) of the Exchange Act that are incorporated
               by reference in the registration statement.

         (2)   That, for the purpose of determining any liability under the
               Securities Act, 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.

         (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, each filing of the
          registrant's annual report pursuant to Section 13(a) or Section 15(d)
          of the Exchange Act 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 may be permitted to officers, directors, and
          controlling persons of the registrant pursuant to the registrant's
          certificate of incorporation or by-laws, or otherwise, the registrant
          has been advised that in the opinion of the Commission such
          indemnification is against public policy as expressed in the
          Securities 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 Securities Act and will be governed by the final
          adjudication of such issue.

                                       5
SIGNATURES

     THE REGISTRANT. 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 Plano, State of Texas, on the 18th day of
November, 1999.

                                      MetaSolv Software, Inc.

                                      By:  /s/ James P. Janicki
                                           ----------------------
                                           James P. Janicki
                                           President and Chief Executive Officer

                                       6
POWER OF ATTORNEY
     Know all men by these presents, that each person whose signature appears
below constitutes and appoints James P. Janicki, Sid Sack and Glenn
Etherington, and each of them singly, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and
in his name, place and stead, in any and all capacities (including his
capacity as a director and/or officer of MetaSolv Software, Inc.) to sign any
and all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or
their or his substitute or substitutes, may lawfully do or cause to be done
by virtue thereof.

     IN WITNESS WHEREOF, the undersigned have executed this power of attorney
on the 18th day of November, 1999.
SIGNATURE                                       TITLE                                   DATE
        ---------                                       -----                                   ----
/s/ James P. Janicki
-----------------------------            President, Chief Executive Officer and              November 18, 1999
James P. Janicki                         Director (Principal Executive Officer)

/s/ Glenn A. Etherington
-----------------------------            Chief Financial Officer (Principal                  November 18, 1999
Glenn A. Etherington                     Financial and Accounting Officer)

/s/ David R. Semmel
-----------------------------            Director                                            November 18, 1999
David R. Semmel

/s/ William N. Sick, Jr.
-----------------------------            Director                                            November 18, 1999
William N. Sick, Jr.

/s/ Adam Solomon
-----------------------------            Director                                            November 18, 1999
Adam Solomon

/s/ John D. Thornton
-----------------------------            Director                                            November 18, 1999
John D. Thornton

/s/ Barry F. Eggers
-----------------------------            Director                                            November 18, 1999
Barry F. Eggers

/s/ John W. White
-----------------------------            Director                                            November 18, 1999
John W. White
7
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in their
respective capacities on this 18th day of November, 1999.
SIGNATURE                                       TITLE                                   DATE
        ---------                                       -----                                   ----
/s/ James P. Janicki
-----------------------------            President, Chief Executive Officer and              November 18, 1999
James P. Janicki                         Director (Principal Executive Officer)

/s/ Glenn A. Etherington
-----------------------------            Chief Financial Officer (Principal                  November 18, 1999
Glenn A. Etherington                     Financial and Accounting Officer)

/s/ David R. Semmel
-----------------------------            Director                                            November 18, 1999
David R. Semmel

/s/ William N. Sick, Jr.
-----------------------------            Director                                            November 18, 1999
William N. Sick, Jr.

/s/ Adam Solomon
-----------------------------            Director                                            November 18, 1999
Adam Solomon

/s/ John D. Thornton
-----------------------------            Director                                            November 18, 1999
John D. Thornton

/s/ Barry F. Eggers
-----------------------------            Director                                            November 18, 1999
Barry F. Eggers

/s/ John W. White
-----------------------------            Director                                            November 18, 1999
John W. White
8
EXHIBIT INDEX
Exhibit
 Number                            Description of Exhibit
-------                            ----------------------
4.1             Amended and Restated Certificate of Incorporation of MetaSolv
                  Software, Inc.(1)

  4.2             Form of Amended and Restated Certificate of
                  Incorporation of MetaSolv Software, Inc. to be filed
                  after the closing of the offering made pursuant to the
                  Company's Registration Statement on Form S-1, filed on
                  September 10, 1999, as amended.(1)

  4.3             By-Laws of MetaSolv Software, Inc., as amended.(1)

  4.4             Investors' Rights Agreement, dated June 2, 1998, among
                  the Company and the shareholders named therein, as
                  amended.(1)

  4.5             Form of Amended and Restated By-Laws of MetaSolv Software, Inc.
                  to be effective upon the closing of the offering made pursuant
                  to the Company's Registration Statement on Form S-1, filed on
                  September 10, 1999, as amended.(1)

  4.6             MetaSolv Software, Inc. Long-Term Incentive Plan(2)

   5              Opinion of Sachnoff & Weaver, Ltd.

   23             Consent of KPMG LLP

   24             Powers of Attorney (contained on the signature page hereto)
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(1) Incorporated by reference from the Company's Registration Statement on Form
    S-1 filed on September 10, 1999, as amended.
(2) Filed as an exhibit to the Company's Registration Statement on Form S-1
    filed on September 10, 1999, as amended.

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