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)

James Doehrman

Chief Financial and Operating Officer

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 Shares To Be Registered	Amount To Be Registered (1)	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price (2)	Amount of Registration Fee
Common Stock, Par Value $0.001	439,829	$1.96	$862,064.84	$69.75

(1) Covers 439,829 shares of the Registrant’s Common Stock, par value $0.001 per share, reserved for issuance pursuant to the Registrant’s 2000 Stock Incentive Plan, as amended (the “Plan”). This Registration Statement shall also cover any additional shares of Common Stock which become issuable under the 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 prices per share of Registrant’s Common Stock on November 4, 2003 as reported by the Nasdaq National Market, which was $1.96 per share.

Incorporation By Reference Of Contents Of

Registration Statements On Form S-8

No. 333-36602 and No. 333-70954

Pursuant to General Instruction E to Form S-8, the contents of the Registration Statements on Form S-8, Registration No. 333-36602 and Registration No. 333-70954 filed by the Registrant with the Securities and Exchange Commission on May 9, 2000 and October 4, 2001, respectively, are incorporated herein by reference with such modifications as are set forth below.

Pursuant to Article One Section V (B) of Registrant’s 2000 Stock Incentive Plan (the “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 2002 and 2003 by 219,891 and 219,938 respectively.

Item 8.    Exhibits

Exhibit Number	Exhibit
4	Registrant’s 2000 Stock Incentive Plan, as amended.
5	Opinion re Legality.
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 November 17, 2003.

VERSATA, INC
By:	/s/ James Doehrman
	JAMES DOEHRMAN Executive Vice President, Chief Operating Officer and Chief Financial Officer

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/ Alan Baratz Alan Baratz	Chief Executive Officer and Director (Principal Executive Officer)	November 17, 2003
/s/ James Doehrman James Doehrman	Chief Financial Officer, Chief Operating Officer, Secretary and Executive Vice President (Principal Financial and Accounting Officer)	November 17, 2003
/s/ Gary Morgenthaler Gary Morgenthaler	Chairman of the Board	November 17, 2003
/s/ Robert Davoli Robert Davoli	Director	November 17, 2003
/s/ William Smartt William Smartt	Director Chairman of Audit Committee	November 17, 2003
/s/ Eugene Wong Eugene Wong	Director	November 17, 2003

EXHIBIT INDEX

Exhibit Number	Exhibit
4	Registrant’s 2000 Stock Incentive Plan, as amended.
5	Opinion re Legality.
23.1	Consent of PricewaterhouseCoopers LLP, Independent Public Accountants.
23.2	Consent of The Corporate Law Group is contained in Exhibit 5.