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                                                 Filed by RightWorks Corporation
                                                  Pursuant to Rule 425 under the
                                                          Securities Act of 1933

                                         Subject Company: RightWorks Corporation

                Commission File Number of RightWorks Corporation Inc.: 000-00000




                             RIGHTWORKS CORPORATION

                        NOTICE TO PREFERRED SHAREHOLDERS

                                  April 2, 2001


To the Preferred Shareholders of
RightWorks Corporation:

On March 8, 2001, RightWorks Corporation (the "Company") entered into an
Agreement and Plan of Reorganization with i2 Technologies, Inc. ("i2") which
provides for the Company to be acquired by, and become a wholly owned subsidiary
of, i2. This Notice to Preferred Shareholders is being provided to you pursuant
to the requirements of Article III.C.3.c.i of the Company's Amended and Restated
Articles of Incorporation.

THIS NOTICE DOES NOT CONSTITUTE AN OFFER OR SALE OF SECURITIES. INVESTORS AND
SECURITY HOLDERS ARE URGED TO CAREFULLY READ THE PROSPECTUS REGARDING THE
BUSINESS COMBINATION TRANSACTION REFERENCED HEREIN WHEN IT IS FILED BY I2
TECHNOLOGIES AND BECOMES AVAILABLE. THE PROSPECTUS WILL CONTAIN IMPORTANT
INFORMATION ABOUT I2 TECHNOLOGIES, RIGHTWORKS, THE BUSINESS COMBINATION AND
RELATED MATTERS. INVESTORS AND SECURITY HOLDERS WILL BE ABLE TO OBTAIN FREE
COPIES OF THE PROSPECTUS AND OTHER DOCUMENTS FILED BY I2 TECHNOLOGIES AND
RIGHTWORKS WHEN THEY BECOME AVAILABLE THROUGH THE WEBSITE MAINTAINED BY THE U.S.
SECURITIES AND EXCHANGE COMMISSION AT http://www.sec.gov. THE PROSPECTUS AND
SUCH OTHER DOCUMENTS MAY ALSO BE OBTAINED WITHOUT CHARGE:

o   FROM I2 TECHNOLOGIES BY DIRECTING YOUR REQUEST THROUGH THE INVESTORS PORTION
OF I2'S WEBSITE AT http://www.i2.com OR BY MAIL TO I2 TECHNOLOGIES, INC., ONE I2
PLACE, 11701 LUNA ROAD, DALLAS, TX 75234, ATTENTION: INVESTOR RELATIONS,
TELEPHONE: (469) 357-1000.


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o   FROM RIGHTWORKS BY DIRECTING YOUR REQUEST BY MAIL TO RIGHTWORKS CORPORATION,
1075 EAST BROKAW ROAD, SAN JOSE, CA 95131, ATTENTION: MELINDA WILKEN, TELEPHONE:
(408) 579-4008.

In addition to the Prospectus, and the Registration Statement of which the
Prospectus is a part, i2 Technologies files annual, quarterly and special
reports, proxy statements and other information with the Securities and Exchange
Commission. You may read and copy any reports, statements or other information
filed by i2 at the SEC public reference rooms at 450 Fifth Street, N.W.,
Washington, D.C. 20549 or at any of the SEC's other public reference rooms in
New York, New York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330
for further information on the public reference rooms. i2's filings with the SEC
are also available to the public from commercial document-retrieval services and
at the website maintained by the SEC at http://www.sec.gov.