MANUGISTICS GROUP INC
8-K, 1998-05-22
PREPACKAGED SOFTWARE
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                 ----------------------------------------------


                                    FORM 8-K


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

                 -----------------------------------------------

          Date of Report (date of earliest event reported): May 22,1998



                             MANUGISTICS GROUP, INC.
             (Exact name of registrant as specified in its charter)


<TABLE>
<S>                                        <C>                                   <C>       
DELAWARE                                   0-22154                               52-1469385
(State of Incorporation)            (Commission File Number)                   (I.R.S. Employer
                                                                          Identification Number)
</TABLE>



2115 EAST JEFFERSON STREET
ROCKVILLE, MARYLAND                                                   20852
(Address of principal executive offices                             (Zip Code)


                                 (301) 984-5000
              (Registrant's telephone number, including area code)

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ITEM 5.        OTHER EVENTS

        On May 21,1998 the Company issued a press release which provided certain
information regarding revenues and earnings for the first quarter. A copy of the
press release is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.




ITEM 7.        EXHIBITS

Exhibit Number

        99.1   Press Release dated May 21, 1998


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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 hereunto duly authorized.


                              Manugistics Group, Inc.


Date: May 22, 1998            By: /s/ Peter Q. Repetti
                                  --------------------

                              Peter Q. Repetti

                              Senior Vice President and Chief Financial Officer
                              (Principal Financial Officer and Chief
                                Accounting Officer)



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                                  EXHIBIT INDEX


EXHIBIT NUMBER                              DESCRIPTION

99.1                                        Press Release dated May 21, 1998





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                                                                    Exhibit 99.1


Contacts:      Peter Q. Repetti
               Chief Financial Officer
               301-984-5409

               Nathaniel Wallace
               Manager, Investor Relations
               301-984-5059

FOR IMMEDIATE RELEASE

                        MANUGISTICS COMMENTS ON ANALYSTS'
                             FIRST QUARTER ESTIMATES

        Rockville, Md., May 21, 1998 - Manugistics, Inc. (Nasdaq: MANU), today
announced that although revenues for the first quarter ended May 31, 1998, are
anticipated to be substantially higher than the revenues for the same period of
the prior year, Manugistics' management believes revenues and earnings for the
first quarter will not meet security analysts' expectations, and will result in
an operating loss for the first quarter. Management indicates that it is still
too early to accurately estimate final results for the first quarter.

Forward Looking Statements
        This press release contains forward looking statements that are subject
to risks and uncertainties. There are several important factors that could
affect the Company's performance. Demand for the Company's supply chain
management software products and the Company's quarterly operating results could
be affected by business conditions or the general economy in domestic and
international markets, the timely availability and acceptance of the Company's
products, technological change, the response of prospective customers to
announced or commercially available products or pricing or competitors'
acquisitions or marketing relationships, or the Company's ability to integrate
acquired operations and technologies rapidly and effectively. The Company's
expense levels are based largely on its expectations of further revenues, and if
revenues were to be below expectations, the Company's operating results could be
affected. For further information, please refer to the Company's S-3
Registration Statements or other reports filed with the Securities and Exchange
Commission which are publicly available, copies of which may also be obtained by
contacting the Company's Investor Relations department at 301-984-5409. The
company assumes no obligation to update the information contained in this press
release.

                                      # # #

Manugistics, the Manugistics logo, and working as one are registered trademarks
and synchronized supply chain management is a trademark of Manugistics, Inc.
Additional information about Manugistics can be found at the company's site on
the World Wide Web, at http://www.manugistics.com.



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