UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

~~October~~May 173, ~~2005~~2006

Date of report (Date of earliest event reported)

MATRIXONE, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware

000-29309

02-0372301

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

210 Littleton Road

Westford, Massachusetts 01886

(Address of Principal Executive Offices, including Zip Code)

(978) 589-4000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨x Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d- 2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c))

Item 2.02. Results of Operations and Financial Condition

On ~~October~~May 173, ~~2005~~2006, MatrixOne, Inc. ~~issued~~announced ~~a press release announcing an update on~~ its financial ~~review and restatement and providing a financial update for fiscal 2005 setting the expected date for the release of its~~ results for the ~~first~~third fiscal quarter ofended ~~fiscal~~April 1, 2006. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

~~This~~The information in this Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, ~~as amended~~ (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, ~~as amended,~~ or the Exchange Act, except as ~~shall be~~ expressly set forth by specific reference in such a filing.

~~Item~~ ITEM 9.01. ~~Financial~~FINANCIAL ~~Statements~~STATEMENTS ~~and~~AND ~~Exhibits~~EXHIBITS

(cd) Exhibits

~~See~~The ~~Exhibit~~following ~~Index~~exhibit ~~attached~~relating ~~hereto~~to Item 2.02 shall be deemed to be furnished, and not filed:


99.1		Press release dated May 3, 2006 regarding the financial results of MatrixOne, Inc. for the third fiscal quarter ended April 1, 2006.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EXHIBIT INDEX

ExhibitNumber		Description
99.1		Press release dated ~~October~~May 173, ~~2005~~2006 regarding the financial results of MatrixOne, Inc. for the third fiscal quarter ended April 1, 2006.

MATRIXONE, INC.

~~MATRIXONE, INC.~~

Date: October 17, 2005

/s/ Gary D. Hall

Date: May 3, 2006

/s/ Gary D. Hall

Gary D. Hall Senior Vice President, Chief Financial Officer and Treasurer (principal financial and accounting officer)

Gary D. Hall

Senior Vice President of Finance, Chief Financial Officer and Treasurer (principal financial and accounting officer)

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