MANUGISTICS GROUP INC
8-K, 1998-06-19
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): June 18,1998



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


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

         Manugistics Group, Inc. issued a press release on June 18, 1998
announcing that it has recently learned that lawsuits have been filed against
the Company in the United States District Court for the District of Minnesota
and the District of Maryland, Southern Division.  Each of the complaints
alleges certain disclosure violations under the federal securities laws against
the Company, its Chairman and Chief Executive Officer, and its Chief Financial
Officer.

ITEM 7.                   EXHIBITS

Exhibit Number

         99.6             Press Release dated June 18, 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: June 18, 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

99.6                             Press Release dated June 18, 1998

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                                                                    Exhibit 99.6

Contact:         Helen A. Nastasia
                 General Counsel
                 Manugistics, Inc.
                 301-984-5000

FOR IMMEDIATE RELEASE

                      MANUGISTICS RESPONDS TO SHAREHOLDER
                             CLASS ACTION LAWSUITS

         ROCKVILLE, MD., JUNE 18, 1998 -- Manugistics Group, Inc. (Nasdaq:
MANU), today announced that it has recently learned that lawsuits have been
filed against the Company in the United States District Court for the District
of Minnesota and the District of Maryland, Southern Division. Each of the
complaints alleges certain disclosure violations under the federal securities
laws against the Company, its Chairman and Chief Executive Officer, and its
Chief Financial Officer, arising from alleged omissions and misrepresentations
by the Company and the two individuals regarding the Company's business,
operations, and financial condition.

          "Manugistics believes that it and its officers have always acted with
integrity and in compliance with their disclosure obligations," said William M.
Gibson, chairman and CEO of Manugistics. "We are reviewing the complaints with
our attorneys and we will respond to these matters appropriately."

         Each Complaint seeks class action status on behalf of purchasers of
the Company's common stock during certain specified periods and seeks
unspecified monetary damages.


                                     (more)
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MANUGISTICS RESPONDS TO SHAREHOLDER ...                     PAGE 2

         Headquartered in Rockville, Md., Manugistics Group, Inc. is the
world's most recognized name in supply chain management.  The company's
solutions are used by more than 700 companies to improve the flow of product
within and among companies from raw materials or parts through manufacturing to
delivery of product to the end customer. Manugistics' solutions for
customer-centric supply chain optimization allow its clients to create and
optimize their supply chains around their customers and are quick to implement,
adapt easily to change, and deliver rapid results.

                                     # # #

Manugistics, the Manugistics logo, and working as one are registered trademarks
of Manugistics, Inc. All other product or company names mentioned are used for
identification purposes only, and may be trademarks of their respective owners.
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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