Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Downing April B
2. Date of Event Requiring Statement (Month/Day/Year)
01/20/2006
3. Issuer Name and Ticker or Trading Symbol
MOTIVE INC [MOTV]
(Last)
(First)
(Middle)
12515 RESEARCH BLVD., BUILDING 5
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Principal Accounting Officer
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

AUSTIN, TX 78759
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 20,000 (1)
D
 
Common Stock 417 (2)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) 03/01/2000 02/28/2010 Common Stock 3,125 $ 12 D  
Stock Option (right to buy) 03/31/2003(3) 03/30/2010 Common Stock 2,588 $ 5 D  
Stock Option (right to buy) 09/05/2003(4) 09/04/2010 Common Stock 5,500 $ 10 D  
Stock Option (right to buy) 06/22/2005(5) 06/24/2011 Common Stock 250 $ 10 D  
Stock Option (right to buy) 01/01/2005(6) 06/24/2011 Common Stock 5,063 $ 10 D  
Stock Option (right to buy) 08/04/2005(7) 08/11/2011 Common Stock 3,500 (7) $ 8.2 D  
Stock Option (right to buy) 01/06/2006(8) 02/06/2012 Common Stock 4,000 $ 10.98 D  
Stock Option (right to buy) 04/01/2006(9) 04/15/2012 Common Stock 5,000 $ 8.2 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Downing April B
12515 RESEARCH BLVD.
BUILDING 5
AUSTIN, TX 78759
      Principal Accounting Officer  

Signatures

/s/ Cindy Lindsey, Attorney-In-Fact 01/30/2006
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Grant of restricted shares pursuant to Issuer's Amended and Restated Equity Incentive Plan. Restricted shares will vest in full upon November 1, 2006, or earlier upon reporting person's death, disability, or a Change in Control (as such term is defined in the Amended and Restated Equity Incentive Plan).
(2) Shares purchased pursuant to Issuer's Employee Stock Purchase Plan.
(3) These stock optons are immediately exercisable per the terms of the applicable stock option grant agreement. 12.5% of the shares became vested on 3/31/2003, the remaining options vest quarterly until 9/30/2006.
(4) These stock optons are immediately exercisable per the terms of the applicable stock option grant agreement. 20% of the shares became vested on 9/5/2004, the remaining options vest quarterly for 4 years.
(5) 25% of the option became vested and exercisable on 6/22/2005, the remaining options vest quarterly for 3 years.
(6) 25% of the option became vested and exercisable on 1/1/2005, the remaining options vest quarterly for 3 years.
(7) 25% of the option became vested and exercisable on 8/4/2005, the remaining options vest quarterly for 3 years.
(8) 25% of the option became vested and exercisable on 1/6/2006, the remaining options vest quarterly for 3 years.
(9) 25% of the option become vested and exercisable on 4/1/2006, the remaining options vest quarterly for 3 years.

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