Leveraged Intelligence
                                              9715 Key West Avenue
                                              Rockville, MD 20850-3915
                                              tel. (301) 255-5000
                                              fax  (301) 255-5370

                               December 24, 2002

VIA EDGAR and Facsimile (202-942-9533)

U.S. Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, DC  20549
Attention: Barbara Jacobs, Assistant Director

             FILE NO. 333-89326

Dear Ms. Jacobs:

        Pursuant to Rule 477 (a) promulgated under the Securities Act of 1933,
as amended (the "Securities Act"), Manugistics Group, Inc. ("Manugistics" or the
"Company") hereby applies for an order granting the immediate withdrawal of the
Company's Registration Statement on Form S-3, File No. 333-89326 (the
"Registration Statement").

        On April 26, 2002, the Company acquired substantially all of the assets
of Western Data Systems of Nevada, Inc. ("WDS") pursuant to the Asset Purchase
Agreement between the Company, Manugistics Inc. and WDS dated as of April 19,
2002 (the "Purchase Agreement"). The Purchase Agreement provided for a partial
cash payment at closing and permitted the Company to pay the remaining purchase
price in either cash or shares of Manugistics common stock ("Company Common
Stock"). The Purchase Agreement also required the Company to file a registration
statement after the acquisition to register resales of Company Common Stock by
WDS. The Registration Statement was filed on May 29, 2002.

        Under the Purchase Agreement, in the event that the Company were to
elect to pay the remaining purchase in Company Common Stock, the number of
shares of common stock issued to WDS would be determined by the trading price of
the Company Common Stock shortly prior to the effectiveness of the Registration
Statement. If the Registration Statement was not declared effective by November
25, 2002, the remaining purchase price was required to be paid in cash and the
Registration Statement is to be withdrawn.

Manugistics Group, Inc.                                                   Page 2
To: Barbara Jacobs

        On November 25, 2002, the Company paid the remaining purchase price for
the WDS acquisition in cash. No Company Common Stock was sold or issued, nor
will any Company Common Stock be sold or issued, in connection with the
Registration Statement. Accordingly, the Company requests an order granting the
withdrawal of the Registration Statement be issued by the Commission as soon as
possible. Pursuant to Rule 477, the Company will consider this application to be
granted as of the date hereof, unless the Commission notifies the Company
otherwise within 15 calendar days hereof.

        Should you have any questions regarding the foregoing application for
withdrawal, please contact John D. Kessler, Esq., at (215) 575-7236 or in his
absences Merritt A. Cole, Esq., at (215) 575-7250 of Dilworth Paxson LLP, our
legal counsel in connection with the Registration Statement.


                            /s/ Raghavan Rajaji

                            Raghavan Rajaji
                            Executive Vice President and Chief Financial Officer


cc:     John D. Kessler, Esq.