As filed with the Securities and Exchange Commission on October 4, 2001
                                                   Registration No. 333-________

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                                  VERSATA, INC.
--------------------------------------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)

                                    DELAWARE
--------------------------------------------------------------------------------
                 (State or Other Jurisdiction of Incorporation)

                                                            68-0255203
                                               ---------------------------------
                                               (IRS Employer Identification No.)

                               300 LAKESIDE DRIVE
                                   SUITE 1500
                            OAKLAND, CALIFORNIA 94612
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)                              (Zip Code)

                            2000 STOCK INCENTIVE PLAN
--------------------------------------------------------------------------------
                              (Full Title of Plan)

                                 DOUGLAS ROBERTS
                         INTERIM CHIEF EXECUTIVE OFFICER
                         AND EXECUTIVE VICE PRESIDENT OF
                           WORLD WIDE FIELD OPERATIONS
                                  VERSATA, INC.
                               300 LAKESIDE DRIVE
                                   SUITE 1500
                            OAKLAND, CALIFORNIA 94612

--------------------------------------------------------------------------------
                     (Name and address of agent for service)

                                 (510) 238-4100
--------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                                              CALCULATION OF REGISTRATION FEE

================================================================================
Title Of               Amount          Proposed     Proposed        Amount of
Shares To Be           To Be           Maximum      Maximum         Registration
Registered             Registered (1)  Offering     Aggregate       Fee
                                       Price Per    Offering
                                       Share        Price (2)
================================================================================
2000 Stock Incentive
Common Stock,         4,934,964        $0.24        $1,184,391.30   $296.10
Par Value $0.001

<PAGE>

(1)               This  Registration  Statement  shall also cover any additional
                  shares of Common  Stock which become  issuable  under the 2000
                  Stock  Incentive Plan by reason of any stock  dividend,  stock
                  split,  recapitalization or other similar transaction effected
                  without  the  Registrant's   receipt  of  consideration  which
                  results in an increase in the number of the outstanding shares
                  of Registrant's Common Stock.

(2)               Calculated solely for purposes of calculating the registration
                  fee pursuant to Rule 457(h) of the  Securities Act of 1933, as
                  amended,  on the  basis  of the  average  of the  high and low
                  selling  prices  per  share of  Registrant's  Common  Stock on
                  October 1, 2001 as reported by the Nasdaq National Market.



                    Incorporation By Reference Of Contents Of
                       Registration Statement On Form S-8
                                  No. 333-36602

         The  contents  of  Registrant's  Registration  Statement  on Form  S-8,
Registration  No.  333-36602  filed  with the  Commission  on May 9,  2000,  are
incorporated  by  reference  herein  with  such  modifications  as are set forth
herein.  An amendment to the 2000 Plan approved by the Board in October 2000 and
approved by the stockholders in July 17, 2001, increased the number of shares of
the  Registrant's  Common Stock authorized for issuance under the 2000 Plan from
by additional 2,500,000 shares of Common Stock. Pursuant to Article V (B) of the
2000 Plan, the number of shares of Common Stock available for issuance under the
Plan  automatically  increased  on the first  trading  day of the second  fiscal
quarter of year 2000 and 2001 by 1,194,087 and 1,240,877 respectively.



                                     Part II
               Information Required in the Registration Statement

Item 3. Incorporation of Documents by Reference.

         VERSATA,  INC. (the "Registrant") hereby incorporates by reference into
         this Registration  Statement the following  documents  previously filed
         with the Securities and Exchange Commission (the "Commission"):

         (a)      The  Registrant's  Annual  Report on Form 10-K and Form 10-K/A
                  for the fiscal year ended  December 31,  2000,  filed with the
                  Commission  on April 16,  2001 and May 1,  2001  respectively,
                  pursuant to Section 13 of the Securities Exchange Act of 1934,
                  as amended (the "1934 Act"); and

         (b)      The Registrant's  Quarterly Report on Form 10-Q for the fiscal
                  quarter  ended June 30,  2001,  filed with the  Commission  on
                  August 14, 2001.

                                      II-1
<PAGE>

         All  reports  and  definitive  proxy or  information  statements  filed
pursuant to Section 13(a),  13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended (the "1934 Act") after the date of this Registration  Statement
and prior to the filing of a  post-effective  amendment which indicates that all
securities  offered hereby have been sold or which  de-registers  all securities
then remaining  unsold shall be deemed to be incorporated by reference into this
Registration  Statement  and to be a part hereof from the date of filing of such
documents.  Any statement  contained in a document  incorporated or deemed to be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained herein or in any  subsequently  filed document which also is deemed to
be incorporated by reference  herein modifies or supersedes such statement.  Any
such  statement  so modified  or  superseded  shall not be deemed,  except as so
modified or superseded, to constitute a part of this Registration Statement.



Item 8.     Exhibits


Exhibit Number        Exhibit
--------------        -------

         4            Registrant's  2000 Stock  Option Plan  attached as Exhibit
                      10.1 to the Company's  Registration  Statement on Form S-1
                      (File No. 333-92451), is hereby incorporated by reference.

         5            Opinion and consent of The Corporate Law Group.

       23.1           Consent of PricewaterhouseCoopers  LLP, Independent Public
                      Accountants.

       23.2           Consent of The Corporate Law Group is contained in Exhibit
                      5.



                                    SIGNATURE

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all  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 Oakland,  State of  California,  on October 4,
2001.

                                   VERSATA, INC.


                                By:
                                   /s/ Douglas Roberts
                                   ---------------------
                                   Douglas Roberts
                                   Interim Chief Executive Officer and
                                   Executive Vice President of World Wide
                                   Field Operations




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

<TABLE>
<CAPTION>
               SIGNATURE                                       TITLE                                    DATE
               ---------                                       -----                                    ----
<S>                                        <C>                                                    <C>
  /s/ Douglas Roberts                      Interim Chief Executive Officer and                    October 4, 2001
---------------------------------------    Executive Vice President of World Wide Field
Douglas Roberts                            Operations (Principal Executive Officer)


                                      II-2
<PAGE>
               SIGNATURE                                       TITLE                                    DATE
               ---------                                       -----                                    ----


/s/ Jim Doehrman                           Chief Financial Officer, Chief Operating               October 4, 2001
-------------------------------------      Officer, Secretary and Executive Vice
Jim Doehrman                               President (Principal Financial and
                                           Accounting Officer)



/s/ Gary Morgenthaler                                  Chairman of the Board                      October 4, 2001
-------------------------------------
Gary Morgenthaler





/s/ Rober Davoli                                             Director                             October 4, 2001
-------------------------------------
Robert Davoli



/s/ Donald W. Feddersen                                      Director                             October 4, 2001
-------------------------------------
Donald W. Feddersen



/s/ John W. Larson                                           Director                             October 4, 2001
-------------------------------------
John W. Larson



/s/ Kanwal Rekhi                                             Director                             October 4, 2001
-------------------------------------
Kanwal Rekhi



/s/ Eugene Wong                                              Director                             October 4, 2001
-------------------------------------
Eugene Wong
</TABLE>

                                      II-3

<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549



                                    EXHIBITS

                                       TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933



                                  VERSATA, INC.



<PAGE>


8

                                  EXHIBIT INDEX


Exhibit Number        Exhibit
--------------        -------

         4            Registrant's  2000 Stock  Option Plan  attached as Exhibit
                      10.1 to the Company's  Registration  Statement on Form S-1
                      (File No. 333-92451), is hereby incorporated by reference.

         5            Opinion and consent of The Corporate Law Group.

       23.1           Consent of PricewaterhouseCoopers  LLP, Independent Public
                      Accountants.

       23.2           Consent of The Corporate Law Group is contained in Exhibit
                      5.
[{"type": "S-8", "sequence": "1", "filename": "p14420_s-8.txt", "description": "S-8", "secsgml_size_bytes": 12168}]
{"company-data": {"conformed-name": "VERSATA INC", "cik": "0001034397", "assigned-sic": "7372", "irs-number": "680255203", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-70954", "film-number": "1752216"}, "business-address": {"street1": "2101 WEBSTER ST", "city": "OAKLAND", "state": "CA", "zip": "94612", "phone": "5102384100"}, "former-company": {"former-conformed-name": "VISION SOFTWARE TOOLS INC", "date-changed": "19991115"}}
As filed with the Securities and Exchange Commission on October 4, 2001
                                                   Registration No. 333-________

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                  VERSATA, INC.
--------------------------------------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)

                                    DELAWARE
--------------------------------------------------------------------------------
                 (State or Other Jurisdiction of Incorporation)

                                                            68-0255203
                                               ---------------------------------
                                               (IRS Employer Identification No.)

                               300 LAKESIDE DRIVE
                                   SUITE 1500
                            OAKLAND, CALIFORNIA 94612
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)                              (Zip Code)

                            2000 STOCK INCENTIVE PLAN
--------------------------------------------------------------------------------
                              (Full Title of Plan)

                                 DOUGLAS ROBERTS
                         INTERIM CHIEF EXECUTIVE OFFICER
                         AND EXECUTIVE VICE PRESIDENT OF
                           WORLD WIDE FIELD OPERATIONS
                                  VERSATA, INC.
                               300 LAKESIDE DRIVE
                                   SUITE 1500
                            OAKLAND, CALIFORNIA 94612

--------------------------------------------------------------------------------
                     (Name and address of agent for service)

                                 (510) 238-4100
--------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                                              CALCULATION OF REGISTRATION FEE

================================================================================
Title Of               Amount          Proposed     Proposed        Amount of
Shares To Be           To Be           Maximum      Maximum         Registration
Registered             Registered (1)  Offering     Aggregate       Fee
                                       Price Per    Offering
                                       Share        Price (2)
================================================================================
2000 Stock Incentive
Common Stock,         4,934,964        $0.24        $1,184,391.30   $296.10
Par Value $0.001
(1)               This  Registration  Statement  shall also cover any additional
                  shares of Common  Stock which become  issuable  under the 2000
                  Stock  Incentive Plan by reason of any stock  dividend,  stock
                  split,  recapitalization or other similar transaction effected
                  without  the  Registrant's   receipt  of  consideration  which
                  results in an increase in the number of the outstanding shares
                  of Registrant's Common Stock.

(2)               Calculated solely for purposes of calculating the registration
                  fee pursuant to Rule 457(h) of the  Securities Act of 1933, as
                  amended,  on the  basis  of the  average  of the  high and low
                  selling  prices  per  share of  Registrant's  Common  Stock on
                  October 1, 2001 as reported by the Nasdaq National Market.

                    Incorporation By Reference Of Contents Of
                       Registration Statement On Form S-8
                                  No. 333-36602

         The  contents  of  Registrant's  Registration  Statement  on Form  S-8,
Registration  No.  333-36602  filed  with the  Commission  on May 9,  2000,  are
incorporated  by  reference  herein  with  such  modifications  as are set forth
herein.  An amendment to the 2000 Plan approved by the Board in October 2000 and
approved by the stockholders in July 17, 2001, increased the number of shares of
the  Registrant's  Common Stock authorized for issuance under the 2000 Plan from
by additional 2,500,000 shares of Common Stock. Pursuant to Article V (B) of the
2000 Plan, the number of shares of Common Stock available for issuance under the
Plan  automatically  increased  on the first  trading  day of the second  fiscal
quarter of year 2000 and 2001 by 1,194,087 and 1,240,877 respectively.

                                     Part II
               Information Required in the Registration Statement

Item 3. Incorporation of Documents by Reference.

         VERSATA,  INC. (the "Registrant") hereby incorporates by reference into
         this Registration  Statement the following  documents  previously filed
         with the Securities and Exchange Commission (the "Commission"):

         (a)      The  Registrant's  Annual  Report on Form 10-K and Form 10-K/A
                  for the fiscal year ended  December 31,  2000,  filed with the
                  Commission  on April 16,  2001 and May 1,  2001  respectively,
                  pursuant to Section 13 of the Securities Exchange Act of 1934,
                  as amended (the "1934 Act"); and

         (b)      The Registrant's  Quarterly Report on Form 10-Q for the fiscal
                  quarter  ended June 30,  2001,  filed with the  Commission  on
                  August 14, 2001.

                                      II-1
All  reports  and  definitive  proxy or  information  statements  filed
pursuant to Section 13(a),  13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended (the "1934 Act") after the date of this Registration  Statement
and prior to the filing of a  post-effective  amendment which indicates that all
securities  offered hereby have been sold or which  de-registers  all securities
then remaining  unsold shall be deemed to be incorporated by reference into this
Registration  Statement  and to be a part hereof from the date of filing of such
documents.  Any statement  contained in a document  incorporated or deemed to be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained herein or in any  subsequently  filed document which also is deemed to
be incorporated by reference  herein modifies or supersedes such statement.  Any
such  statement  so modified  or  superseded  shall not be deemed,  except as so
modified or superseded, to constitute a part of this Registration Statement.

Item 8.     Exhibits

Exhibit Number        Exhibit
--------------        -------

         4            Registrant's  2000 Stock  Option Plan  attached as Exhibit
                      10.1 to the Company's  Registration  Statement on Form S-1
                      (File No. 333-92451), is hereby incorporated by reference.

         5            Opinion and consent of The Corporate Law Group.

       23.1           Consent of PricewaterhouseCoopers  LLP, Independent Public
                      Accountants.

       23.2           Consent of The Corporate Law Group is contained in Exhibit
                      5.

                                    SIGNATURE

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all  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 Oakland,  State of  California,  on October 4,
2001.

                                   VERSATA, INC.

                                By:
                                   /s/ Douglas Roberts
                                   ---------------------
                                   Douglas Roberts
                                   Interim Chief Executive Officer and
                                   Executive Vice President of World Wide
                                   Field Operations

Pursuant to the  requirements  of the Securities  Act of 1933, as amended,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.
SIGNATURE                                       TITLE                                    DATE
               ---------                                       -----                                    ----
/s/ Douglas Roberts                      Interim Chief Executive Officer and                    October 4, 2001
---------------------------------------    Executive Vice President of World Wide Field
Douglas Roberts                            Operations (Principal Executive Officer)

                                      II-2
SIGNATURE                                       TITLE                                    DATE
               ---------                                       -----                                    ----

/s/ Jim Doehrman                           Chief Financial Officer, Chief Operating               October 4, 2001
-------------------------------------      Officer, Secretary and Executive Vice
Jim Doehrman                               President (Principal Financial and
                                           Accounting Officer)

/s/ Gary Morgenthaler                                  Chairman of the Board                      October 4, 2001
-------------------------------------
Gary Morgenthaler

/s/ Rober Davoli                                             Director                             October 4, 2001
-------------------------------------
Robert Davoli

/s/ Donald W. Feddersen                                      Director                             October 4, 2001
-------------------------------------
Donald W. Feddersen

/s/ John W. Larson                                           Director                             October 4, 2001
-------------------------------------
John W. Larson

/s/ Kanwal Rekhi                                             Director                             October 4, 2001
-------------------------------------
Kanwal Rekhi

/s/ Eugene Wong                                              Director                             October 4, 2001
-------------------------------------
Eugene Wong
II-3
SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    EXHIBITS

                                       TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933

                                  VERSATA, INC.
8

                                  EXHIBIT INDEX

Exhibit Number        Exhibit
--------------        -------

         4            Registrant's  2000 Stock  Option Plan  attached as Exhibit
                      10.1 to the Company's  Registration  Statement on Form S-1
                      (File No. 333-92451), is hereby incorporated by reference.

         5            Opinion and consent of The Corporate Law Group.

       23.1           Consent of PricewaterhouseCoopers  LLP, Independent Public
                      Accountants.

       23.2           Consent of The Corporate Law Group is contained in Exhibit
                      5.