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

~~February~~April 1526, 2005

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 Jurisdictionof Incorporation)	(Commission File Number)	(I.R.S. EmployerIdentification No.)
(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)

¨	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 52.02. ~~Departure~~RESULTS ofOF ~~Directors~~OPERATIONS orAND ~~Principal~~FINANCIAL ~~Officers;~~CONDITION ~~Election of Directors; Appointment of Principal Officers.~~

On ~~February15~~April 26, 2005, ~~David~~the ~~DeMaria~~Registrant ~~resigned~~issued ~~from~~a ~~his position~~press asrelease, ~~Senior~~a ~~Vice~~copy ~~President~~ of ~~Worldwide~~which ~~Marketing~~is ~~and~~attached ~~all~~hereto as ~~other~~Exhibit ~~positions~~99.1, ~~and~~regarding ~~offices~~a hedelay ~~held~~in ~~with~~the release of its financial results for the ~~Registrant~~third orquarter ~~any~~ended ofApril ~~its~~2, ~~subsidiaries~~2005.

ITEM 8.01. OTHER EVENTS

On April 26, 2005, the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1, regarding a delay in the release of its financial results for the third quarter ended April 2, 2005.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(c)

Exhibits

99.1

Press release dated April 26, 2005 regarding the delay in releasing the financial results of MatrixOne, Inc. for the third quarter ended April 2, 2005.

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.

	MATRIXONE, INC.
Date: February 18, 2005	By:	/s/ Gary D. Hall
Date: April 27, 2005	By:	/s/ Gary D. Hall
		Gary D. Hall
		Senior Vice President of Finance, Chief Financial Officer and Treasurer (principal financial and accounting officer)
		Senior Vice President, Chief Financial Officer and Treasurer (principal financial and accounting officer)

EXHIBIT INDEX


Exhibit Number		Description
99.1		Press release dated April 26, 2005 regarding the delay in releasing the financial results of MatrixOne, Inc. for the third quarter ended April 2, 2005.

Filing Compare · MATRIXONE INC