EXHIBIT 10.7

                                 AMENDMENT NO. 3
                                     TO THE
                          REGISTRATION RIGHTS AGREEMENT

     Reference is made to that certain Registration Rights Agreement (the
"Agreement") entered into as of July 20, 2001, by and among MetaSolv, Inc., a
Delaware corporation (the "Company"), each of the persons identified on Exhibit
A attached thereto (together with each assignee pursuant to Section 6(c)
thereof, collectively the "Shareholders") and Joseph Hatchuel, acting as the
representative for each Shareholder thereunder (the "Shareholders'
Representative"). This Amendment No. 3 to the Registration Rights Agreement
(this "Amendment") is entered into as of November 16, 2001, by and between the
Company and the Shareholders' Representative.

                                    RECITALS:
                                    --------

     A. The Company and the Shareholders' Representative entered into Amendment
No. 1 to the Registration Rights Agreement as of August 3, 2001 and Amendment
No. 2 to the Registration Rights Agreement as of August 10, 2001 (together, the
"Previous Amendments").

     B. The Company and the Shareholders' Representative, acting on behalf of
each Shareholder, wish to enter into this Amendment to amend the Agreement as
provided herein.

     C. Pursuant to those certain Powers of Attorney executed by each
Shareholder of various dates falling in June and July 2001, each Shareholder has
authorized the Shareholders' Representative to execute, deliver and perform this
Amendment on such Shareholder's behalf.

     NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:

                                   AGREEMENTS:
                                   ----------

     1. The parties hereto agree that Section 3(a) of the Agreement shall be
amended and restated in its entirety to read as follows:

          "(a) Shareholder Obligations. From and after the declared effective
               -----------------------
     date of the Registration Statement, each Shareholder proposing to sell any
     Registrable Securities pursuant thereto shall notify the Company in writing
     (a "Sale Notice") of such Shareholder's intent to sell Registrable
     Securities. The Company may, in its discretion, notify such Shareholder
     (the "Company Notice") within three Business Days following the receipt by
     the Company of a Sale Notice that such Shareholder shall, pursuant to
     Section 3(d), discontinue disposition of such Registrable Securities. If
     the Company fails to provide the Company Notice within three Business Days
     following the receipt by the Company of such Sale Notice, then such
     Shareholder shall have the right to dispose of such Registrable Securities
     for a period of thirty days following the

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     date of receipt of the Company Notice (the "Sale Period"). After the
     expiration of such Sale Period such Shareholder shall be required to
     provide the Company with an additional Sale Notice in order to sell
     Registrable Securities. Each Shareholder's rights under this Section 3(a)
     are subject in all respects to the Company's rights and the Shareholders'
     duties under Section 3(d)."

     2. The parties hereto agree that Section 3(d) of the Agreement shall be
amended such that all references in Section 3(d) to "subsection 3(a)(iii)" shall
be replaced with references to "subsection 3(b)(iii)."

     3. The parties hereto agree that, except as set forth above in paragraphs 1
and 2 and except as provided in the Previous Amendments, the Agreement shall
remain unaffected and in full force and effect.

     4. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OR
CHOICE OF LAW.

               [THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK]

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     IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date first above written.

                                      METASOLV, INC.


                                      By: /s/ Jonathan K. Hustis
                                          --------------------------------------
                                      Name:   Jonathan K. Hustis
                                            ------------------------------------
                                      Title:  Vice President - Business Services
                                             -----------------------------------


                                      SHAREHOLDERS' REPRESENTATIVE:

                                      /s/ Joseph Hatchuel
                                      ------------------------------------------
                                      Joseph Hatchuel

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