UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Amendment No.: 2
Name of Issuer: Manugistics Group Inc.
Title of Class of Securities: Common Stock
CUSIP Number: 565011103
(Date of Event Which Requires Filing of this Statement)
December 31, 2003
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
/ / Rule 13d-1(b)
/X/ Rule 13d-1(c)
/ / Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP Number: 565011103
1. Name of Reporting Person I.R.S. Identification No. of Above Person
Peter A. Wright
2. Check the Appropriate Box if a Member of a Group
a. / /
b. /X/
3. SEC Use Only
4. Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned by Each Reporting Person With:
5. Sole Voting Power:
0
6. Shared Voting Power:
2,830,000
7. Sole Dispositive Power:
0
8. Shared Dispositive Power:
2,830,000
9. Aggregate Amount Beneficially Owned by Each Reporting Person
2,830,000
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
/ /
11. Percent of Class Represented by Amount in Row (9)
3.890%
12. Type of Reporting Person
IN
CUSIP Number: 565011103
1. Name of Reporting Person I.R.S. Identification No. of Above Person
P.A.W. Capital Corp.
2. Check the Appropriate Box if a Member of a Group
a. / /
b. /X/
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:
5. Sole Voting Power:
0
6. Shared Voting Power:
2,830,000
7. Sole Dispositive Power:
0
8. Shared Dispositive Power:
2,830,000
9. Aggregate Amount Beneficially Owned by Each Reporting Person
2,830,000
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
/ /
11. Percent of Class Represented by Amount in Row (9)
3.890%
12. Type of Reporting Person
CO
Item 1(a) Name of Issuer: Manugistics Group Inc.
(b) Address of Issuer's Principal Executive Offices:
9715 Key West Avenue
Rockville, MD 20850
Item 2(a) - (c). Name, Principal Business Address, and Citizenship of Persons
Filing:
Peter A. Wright
P.A.W. Capital Corp.
4 Greenwich Office Park, 3rd Floor
Greenwich, CT 06831
Peter A. Wright - United States citizen
P.A.W. Capital Corp. - Delaware Corporation
(d) Title of Class of Securities: Common Stock
(e) CUSIP Number: 565011103
Item 3. If this statement is filed pursuant to Rule 13d-1(b)(1) or 13d-2(b) or
(c) check whether the person filing is:
(a) / / Broker or dealer registered under Section 15 of the Act,
(b) / / Bank as defined in Section 3(a)(6) of the Act,
(c) / / Insurance Company as defined in Section 3(a)(19) of the Act,
(d) / / Investment Company registered under Section 8 of the Investment
Company Act,
(e) / / Investment Adviser registered under Section 203 of the Investment
Advisers Act of 1940,
(f) / / Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of 1974
or Endowment Fund,
(g) / / Parent Holding Company, in accordance with Rule 13d-1(b)(ii)(G),
(h) / / Savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act,
(i) / / Church plan excluded from the definition of an investment company
under Section 3(c)(14) of the Investment Company Act,
(j) / / Group, in accordance with Rule 13d- 1(b)(1)(ii)(H).
If this statement is filed pursuant to Rule 13d-1(c), check this box. /X/
Item 4. Ownership.
(a) Amount Beneficially Owned: 2,830,000 owned by Peter A. Wright;
2,830,000 shares owned by P.A.W. Capital Corp.
(b) Percent of Class: 3.890% owned by Peter A. Wright; 3.890% owned by
P.A.W. Capital Corp.
(c) P.A.W. Capital Corp.: 2,830,000 shares with shared power to vote or
to direct the vote; 0 shares with sole power to vote or to direct
the vote; 2,830,000 shares with shared power to dispose or to
direct the disposition of; 0 shares with the sole power to dispose
or to direct the disposition of
Peter A. Wright: 2,830,000 shares with shared power to vote or to
direct the vote; 0 shares with sole power to vote or to direct the
vote; 2,830,000 shares with shared power to dispose or to direct
the disposition of; 0 shares with the sole power to dispose or to
direct the disposition of
Item 5. Ownership of Five Percent or Less of a Class.
The Reporting Persons have ceased to be the beneficial owner of more than
five percent of the class of securities.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
N/A
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported by the Parent Holding Company.
N/A
Item 8. Identification and Classification of Members of the Group.
N/A
Item 9. Notice of Dissolution of the Group.
N/A
Item 10.
Certification for Rule 13d-1(c): By signing below I certify that, to the
best of my knowledge and belief, the securities referred to above were not
acquired and are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction
having that purpose or effect.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete and correct.
/s/ Peter A. Wright
-------------------------
Peter A. Wright*
P.A.W. CAPITAL CORP.*
By: /s/ Peter A. Wright
-------------------------
Peter A. Wright
President
January 19, 2004
------------------
Date
* The Reporting Persons disclaim beneficial ownership in the Shares reported
herein except to the extent of their pecuniary interest therein.
AGREEMENT
The undersigned agree that this Schedule 13G dated January 19, 2004
relating to the Common Stock of Manugistics, Inc. shall be filed on behalf of
the undersigned.
/s/ Peter A. Wright
-----------------------------
Peter A. Wright
P.A.W. CAPITAL CORP.
By: /s/ Peter A. Wright
-----------------------------
Peter A. Wright
President
00123.0001 #461709