SecProbe.io

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					October 29, 2004

Mail Stop 4-6

Mark F. O`Connell
MatrixOne, Inc.
210 Littleton Road
Westford, MA 01886

Re:	MatrixOne, Inc.
	Form S-3 filed September 29, 2004
 	Registration no. 333-119374

Dear Mr. O`Connell:

	We have limited our review of your filing and have the following
comments.  Where indicated, we think you should revise your document
in response to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your disclosure.
After reviewing this information, we may or may not raise additional
comments.

	Please understand that the purpose of our review process is to
assist
you in your compliance with the applicable disclosure requirements and
to enhance the overall disclosure in your filing.  We look forward to
working with you in these respects.  We welcome any questions you may
have about our comments or on any other aspect of our review.  Feel
free to call us at the telephone numbers listed at the end of this
letter.

Selling Stockholders, pages 16-18

1. Please describe the material terms of the acquisition of
Synchronicity Software, Inc. pursuant to which the selling
shareholders received the shares that you are registering for resale.
In your discussion, please include the material terms of the
acquisition agreement and the exemption from registration upon which
you relied for the issuance of your shares.  We note that you have
included some of this information in the Recent Developments section.

2. Please disclose the natural persons holding voting and/or
dispositive control over the shares being offered by the Ascent
Venture entities as well as the Canaan entities.  In this regard,
please see Interpretation I.60 of the July 1997 manual of publicly
available CF telephone interpretations, as well as interpretation 4S
of the Regulation S-K portion of the March 1999 supplement to the CF
telephone interpretation manual.

3. Please disclose whether any of the selling stockholders are
registered broker-dealers or affiliates of registered broker-dealers.
With respect to any registered broker-dealer, disclose whether it
received such shares as compensation for investment banking services.
With respect to any affiliates of registered broker-dealers, disclose
whether they acquired the securities to be resold in the ordinary
course of business and had any agreements or understandings, directly
or indirectly, with any person to distribute the securities at the
time of purchase.

Plan of Distribution, pages 18-20

4. We note that the selling shareholders may use their shares to cover
"short sales."  Please confirm that you are aware of Corporation
Finance Telephone Interpretation A.65.  Additionally, in the response
letter describe the steps the issuer and the selling shareholders have
taken to ensure compliance with Regulation M.

Incorporation by Reference, page 21

5. Item 12(a)(2) of Form S-3 requires that "all other reports filed
pursuant to Section 13(a) or 15(d) of the Exchange Act since the end
of the fiscal year covered by the annual report" be specifically
incorporated by reference.  Please revise this section to incorporate
by reference all of the Forms 8-K filed since the end of MatrixOne`s
fiscal year on June 30, 2004.

	As appropriate, please amend your registration statement in
response
to these comments.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover letter
with your amendment that keys your responses to our comments and
provides any requested supplemental information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may
have additional comments after reviewing your amendment and responses
to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy
of the disclosure in the filings reviewed by the staff to be certain
that they have provided all information investors require for an
informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have
made.

	 Notwithstanding our comments, in the event the company requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such request,
acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy and
accuracy of the disclosure in the filing; and

* the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

	In addition, please be advised that the Division of Enforcement
has access to all information you provide to the staff of the Division
of Corporation Finance in connection with our review of your filing or
in response to our comments on your filing.

	We will consider a written request for acceleration of the
effective
date of the registration statement as a confirmation of the fact that
those requesting acceleration are aware of their respective
responsibilities under the Securities Act of 1933 and the Securities
Exchange Act of 1934 as they relate to the proposed public offering of
the securities specified in the above registration statement.  We will
act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.

	We direct your attention to Rule 461 regarding requesting
acceleration
of a registration statement.  Please allow adequate time after the
filing of any amendment for further review before submitting a request
for acceleration.  Please provide this request at least two business
days in advance of the requested effective date.

	Please contact Hugh Fuller at (202) 942-1813, Tangela Richter at
(202)
942-1837, or me at (202) 942-1800 with any other questions.

Sincerely,

Barbara C. Jacobs
Assistant Director

CC:	Barbara M. Johnson
	Testa, Hurwitz & Thibeault, LLP
	125 High Street
	Boston, MA 02110
	FAX Transmission No. (617) 790-0144

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