EXHIBIT 10.2

                             WILDWOOD OFFICE PARK
                           MANHATTAN ASSOCIATES, LLC
                            FIRST AMENDMENT TO LEASE



     THIS FIRST AMENDMENT TO LEASE ("Amendment"), is made the 31st day of
October, 1997, between Wildwood Associates, a Georgia General Partnership
comprised of International Business Machines Corporation, a New York
Corporation, and Cousins Properties Incorporated, a Georgia Corporation, having
an office at Suite 1600, 2500 Windy Ridge Parkway, Atlanta, Georgia 30339-5683,
hereinafter called "Landlord", and Manhattan Associates, LLC having its
principal office at Suite 700, 2300 Windy Ridge Parkway, Atlanta, Georgia 30339,
hereinafter called "Tenant".


                              W I T N E S S E T H:
                              --------------------
                                        

     WHEREAS Landlord and Tenant entered into that certain Lease dated September
24, 1997 (herein called the "Lease") with respect to the Demised Premises (as
defined in the Lease) located in Suite 700 of the Building at 2300 Windy Ridge
Parkway, Atlanta, Georgia; and

     WHEREAS Tenant and Landlord have mutually agreed to expand the Demised
Premises.

     NOW, THEREFORE, for and in consideration of the Demised Premises, the
mutual promises contained in this Amendment, and other good and valuable
consideration, the receipt, adequacy and sufficiency of which are hereby
acknowledged by the parties hereto, Landlord and Tenant do hereby agree as
follows:

1.   All terms and words of art used herein, as indicated by the initial
     capitalization thereof, shall have the same respective meaning designated
     for such terms and words of art in the Lease.

2.   Certain Definitions.  Article 1 is hereby amended as follows:
     -------------------                                          

  (g) Rentable Floor Area of Demised Premises:  shall be amended as of the Sixth
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      Expansion Area Rental Commencement Date by deleting "51,148 square feet"
      and inserting "51,442 square feet".

  (j) Base Rental Rate: Shall be amended by adding the following new subpara-
      ---------------- 
      graph at the end thereof. "The Base Rental Rate for the First Expansion
      Area shall be $14.70 per square feet of Rentable Floor Area per year,
      subject to Adjustments as set forth in Article 7 below".

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  (k) Rental Commencement Date shall be amended by adding the following new
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      subparagraph "as to the first expansion area the Rental Commencement Date
      shall be the earlier of November 1, 1997 or the date Tenant takes
      possession of the Demised Premises for the purpose of conducting
      business."

  (m) Construction Allowance, shall be amended by adding the following new
      ----------------------                                              
      subparagraph "as to the First Expansion Area an allowance of $7.50 per
      square foot of Rentable Floor Area shall be provided."

  (p) A new subparagraph entitled (r) First Expansion Area shall be added as
                                      --------------------                  
      follows:

      "The First Expansion Area shall be defined as the additional 294 square
      feet of Rentable Floor Area being leased by Tenant on the (seventh) 7th
      floor of the Building, as more fully set forth in green on Exhibit "B-1"
      shown as Area C attached hereto (the existing Demised Premises as set
      forth in red). The Sixth Expansion Area shall be included in the
      definition of Demised Premises for all purposes of this Lease including
      the requirement to pay Additional Rental."

3. Lease of Premises, Page 2 of the Lease.  The Exhibit "B" shall be deleted and
   -----------------                                                            
   a new Exhibit "B-1" shall be inserted in lieu thereof, a copy of which is
   attached hereto and made a part hereof, indicating the Demised Premises of
   Tenant. The initial and previously expanded Demised Premises is outlined in
   yellow.

4. Except as expressly modified herein, the Lease Agreement shall remain in full
   force and effect and, as hereby modified, is expressly ratified and confirmed
   by the parties hereto.  This Amendment shall be binding upon and shall inure
   to the benefit of Landlord and Tenant and their representatives, permitted
   legal representatives, successors and assigns.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be signed
and their respective seals to be affixed as of the date and year first above
written.



                           [SIGNATURES ON NEXT PAGE]

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"LANDLORD"

WILDWOOD ASSOCIATES,
a Georgia general partnership

By:  Cousins Properties Incorporated
     Managing General Partner

By: /s/ Jack Leitner
    ---------------------------------
    Jack Leitner

Its: Vice President
    ---------------------------------

                     [CORPORATE SEAL]



"TENANT"

MANHATTAN ASSOCIATES, LLC

By: /s/ Michael J. Casey
    ---------------------------------
    Michael J. Casey

Its: Chief Financial Officer
    ---------------------------------

                     [CORPORATE SEAL]

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