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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-Q/A
                                AMENDMENT NO. 1

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

     For the quarterly period ended September 30, 2000

                                       or

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

     For the transition period from ____________ to ______________

                         Commission file number 0-28030

                              i2 TECHNOLOGIES, INC.
             (Exact Name of Registrant as Specified in its Charter)



          DELAWARE                                           75-2294945
(State or other jurisdiction of                           (I.R.S. Employer
incorporation or organization)                           Identification No.)

                          One i2 Place 11701 Luna Road
                                   Dallas, TX
                                      75234
                    (Address of principal executive offices)
                                   (Zip code)



                                 (469) 357-1000
              (Registrant's telephone number, including area code)

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
        [X] Yes [ ] No


Number of shares of registrant's $0.00025 par value common stock outstanding as
of November 10, 2000: 202,326,100.


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                                   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, thereunto duly authorized.

                                       i2 TECHNOLOGIES, INC.
                                       (Registrant)


    November 14, 2000                  /s/ William M. Beecher
                                       ----------------------------------------
                                       William M. Beecher
                                       Executive Vice President and Chief
                                       Financial Officer
                                       (Principal financial officer)


    November 14, 2000                  /s/ Nancy F. Brigham
                                       ----------------------------------------
                                       Nancy F. Brigham
                                       Controller
                                       (Principal accounting officer)






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