<PAGE>   1





                                                         Registration No. 333-
===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

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

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

<TABLE>
                          <S>                                                                 <C>
                          Delaware                                                            52-1469385
                          (STATE OR OTHER JURISDICTION OF                                     (I.R.S. EMPLOYER
                          INCORPORATION OR ORGANIZATION)                                      IDENTIFICATION NUMBER)
</TABLE>

                           2115 East Jefferson Street
                           Rockville, Maryland 20852
             (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES AND ZIP CODE)

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

                  TYECIN SYSTEMS, INC. 1993 STOCK OPTION PLAN

  TYECIN SYSTEMS, INC. AMENDED AND RESTATED 1994 FLEXIBLE STOCK INCENTIVE PLAN
                           (FULL TITLES OF THE PLANS)

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

                               WILLIAM M. GIBSON
          PRESIDENT, CHIEF EXECUTIVE OFFICER AND CHAIRMAN OF THE BOARD
                            MANUGISTICS GROUP, INC.
                           2115 EAST JEFFERSON STREET
                           ROCKVILLE, MARYLAND 20852
                    (NAME AND ADDRESS OF AGENT FOR SERVICE)
                                 (301) 984-5000
         (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

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

                                    COPY TO:

                          JOSEPH H. JACOVINI, ESQUIRE
                            MERRITT A. COLE, ESQUIRE
                              DILWORTH PAXSON LLP
                            3200 MELLON BANK CENTER
                               1735 MARKET STREET
                     PHILADELPHIA, PENNSYLVANIA 19103-7595
                                 (215) 575-7000

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

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================================================
  TITLE OF SECURITIES              AMOUNT TO       PROPOSED MAXIMUM    PROPOSED MAXIMUM       AMOUNT OF
    TO BE REGISTERED             BE REGISTERED      OFFERING PRICE        AGGREGATE        REGISTRATION FEE (1)
                                                    PER SHARE (1)         OFFERING
                                                                          PRICE (2)
---------------------------------------------------------------------------------------------------------------
  <S>                            <C>                    <C>               <C>                   <C>
  COMMON STOCK, $.002 PAR        24,487 SHARES          $3.10             $74,300.50            $21.92
  VALUE
================================================================================================================
</TABLE>

     (1)         THIS PRICE IS THE HIGHEST EXERCISE PRICE OF THE OPTIONS
                 OUTSTANDING UNDER THE OPTION PLANS REFERRED TO ABOVE (THE
                 "PLANS").

     (2)         CALCULATED, PURSUANT TO RULE 457(h)(1) UNDER THE SECURITIES
                 ACT OF 1933, ON THE BASIS OF THE VARIOUS EXERCISE PRICES OF
                 THE OPTIONS OUTSTANDING UNDER THE PLANS.

                                       2
<PAGE>   2
         This registration statement relates to a total of 24,487 shares 
of Common Stock, par value $.002 per share, of Manugistics Group, Inc. (the
"Company") as follows: (a) a total of 46 shares which are reserved for future
issuance upon the exercise of options which are outstanding under the TYECIN
Systems, Inc. 1993 Stock Option Plan, and (b) a total of 24,441 shares which are
reserved for future issuance upon the exercise of options which are outstanding
under the TYECIN Systems, Inc. Amended and Restated 1994 Flexible Stock
Incentive Plan, which plans were assumed by the Company pursuant to
the terms of the merger of TYECIN Systems, Inc. with and into a wholly-owned
subsidiary of the Company effective as of June 1, 1998.

ITEM     3.      INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents previously filed with the Commission by the
Company are incorporated in this Prospectus by reference:

         1.  The Company's Annual Report on Form 10-K for the fiscal year ended
             February 28, 1998.

         2.  The Company's Current Report on Form 8-K dated March 2, 1998.

         3.  The Company's Current Report on Form 8-K dated March 19, 1998.

         4.  The Company's Current Report on Form 8-K dated March 27, 1998.

         5.  The Company's Current Report on Form 8-K dated May 22, 1998.

         6.  The Company's Current Report on Form 8-K dated May 22, 1998.

         7.  The Company's Current Report on Form 8-K dated June 1, 1998.

         8.  The Company's Current Report on Form 8-K dated June 2, 1998.

         9.  The Company's Current Report on Form 8-K dated June 9, 1998.

         10. The Company's Current Report on Form 8-K dated June 18, 1998.

         11. The Company's Current Report on Form 8-K dated July 15, 1998.

         12. The Company's Quarterly Report on Form 10-Q for the quarter ended
             May 31, 1998.

         13. The description of the Company's Common Stock contained in the
             Company's Registration Statement on Form 8-A under the Securities
             Exchange Act of 1934, as amended, including any amendment or
             report filed to update the description.

         All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934, as amended, after the date
of this registration statement and prior to the termination of the offering of
the Common Stock shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing such
documents.  Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this registration statement to the extent that a statement
contained herein or in any other subsequently filed document that also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement.  Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this registration
statement.


                                       3
<PAGE>   3
ITEM     5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         The law firm of Dilworth Paxson LLP has rendered an opinion regarding
the legality of the Shares.  Under the terms of the Company's 1998 Stock Option
Plan, Joseph H. Jacovini, Co-Chairman and a principal in that firm and a member
of the Board of Directors of the Company, is awarded annually an option to
purchase 5,000 shares of Common Stock.  At June 26, 1998, Mr. Jacovini was the
beneficial owner of 72,000 shares of Common Stock (including 2,000 shares held
by his spouse and a total of 22,664 shares issuable upon exercise of certain
options).  Other members of Dilworth Paxson LLP own a total of approximately
2,400 shares of Common Stock.

ITEM     6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS

         The Company's Amended and Restated Certificate of Incorporation (the
"Certificate of Incorporation") contains certain provisions permitted under the
General Corporation Law of Delaware ("Delaware GCL") which eliminate the
personal liability of directors for monetary damages for a breach of the
director's fiduciary duty, except for: (i) breach of a director's duty of
loyalty; (ii) acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) the unlawful payment of
dividends, stock purchase or stock redemption, or (iv) any transaction from
which the director derives any improper personal benefit.  The Certificate of
Incorporation and the Company's Amended and Restated By-Laws also contain
provisions indemnifying the Company's directors, officers and employees to the
fullest extent permitted by the Delaware GCL.  The Company believes that these
provisions will assist the Company in attracting and retaining qualified
individuals to serve as directors, officers and employees.  The Certificate of
Incorporation provides that a director's liability shall be eliminated or
limited to the fullest extent permitted by the Delaware GCL, as amended from
time to time.

         The Company's directors and officers are also insured against certain
liabilities under a directors and officers liability insurance policy
maintained by the Company.

ITEM     8.  EXHIBITS

                5         Opinion of Dilworth Paxson LLP as to the legality of
                          securities being registered

               23.1       Consent of Deloitte & Touche LLP

               23.2       Consent of PricewaterhouseCoopers LLP

              *23.3       Consent of Dilworth Paxson LLP

             **24         Power of Attorney of certain officers and directors
                          of the Company

            --------------------------
                          * Included in Exhibit 5
                          **Included in the signature page to this Registration
                            Statement

ITEM     9.  UNDERTAKINGS

         The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being
             made, a post-effective amendment to this registration statement to
             include any material information with respect to the plan of
             distribution not previously disclosed in the registration
             statement or any material change to such information in the
             registration statement.





                                       4
<PAGE>   4
         (1) For the purpose of determining any liability under the Securities
             Act of 1933, that each such post-effective amendment shall be
             deemed to be a new registration statement relating to the
             securities offered herein, and the offering of such securities at
             that time shall be deemed to be the initial bona fide offering
             thereof.

         (1) To remove from registration by means of a post-effective amendment
             any of the securities being registered which remain unsold at the
             end of the offering.

         (1) That, for purposes of determining any liability under the
             Securities Act of 1933, each filing of the registrant's annual
             report pursuant to section 13(a) or section 15(d) of the
             Securities Exchange Act of 1934 that is incorporated by reference
             in the registration statement shall be deemed to be a new
             registration statement relating to the securities offered therein,
             and the offering of such securities at that time shall be deemed
             to be the initial bona fide offering thereof.


                 Insofar as indemnification for liabilities arising under the
         Securities Act of 1933 may be permitted to directors, officers and
         controlling persons of the Registrant pursuant to the foregoing
         provisions set forth in response to Item 6, or otherwise, the
         Registrant has been advised that in the opinion of the Securities and
         Exchange Commission such indemnification is against public policy as
         expressed in the Act and is, therefore, unenforceable.  In the event
         that a claim for indemnification against such liabilities (other than
         the payment by the Registrant of expenses incurred or paid by a
         director, officer or controlling person of the Registrant in the
         successful defense of any action, suit or proceeding) is asserted by
         such director, officer or controlling person in connection with the
         securities being registered, the Registrant will, unless in the
         opinion of its counsel the matter has been settled by controlling
         precedent, submit to a court of appropriate jurisdiction the question
         whether such indemnification by it is against public policy as
         expressed in the Act and will be governed by the final adjudication of
         such issue.





                                       5
<PAGE>   5
                                   SIGNATURES


         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Rockville, State of Maryland, on the 31st day
of July, 1998.


                                MANUGISTICS GROUP, INC.


                                By:   /s/ WILLIAM M. GIBSON
                                   --------------------------------------
                                      William M. Gibson
                                      Chairman of the Board, President and
                                      Chief Executive Officer



                               POWER OF ATTORNEY



         Each of the undersigned directors of Manugistics Group, Inc. whose
signature appears below hereby appoints William M. Gibson and Peter Q.
Repetti, jointly and individually, as attorneys-in-fact for the undersigned
with full power of substitution, to execute in his name and on behalf of such
person, individually, and in each capacity stated below,  this Registration
Statement on Form S-8 and one or more amendments (including post-effective
amendments) to this Registration Statement as the attorney-in-fact shall deem
appropriate, and to file any such amendment (including exhibits thereto and
other documents in connection herewith) to this Registration Statement on Form
S-8 with the Securities and Exchange Commission, granting unto said
attorneys-in-fact, and each of them, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about
the premises, as fully to all intents and purposes as such person might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact, or either of them, may lawfully do or cause to be done by
virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.


<TABLE>
<CAPTION>
         Signature                          Title                                   Date
         ---------                          -----                                   ----


<S>                                        <C>                                       <C>
/s/ WILLIAM M. GIBSON                      Chairman of the Board, President and      July 31, 1998
---------------------------                Chief Executive Officer (Principal
William M. Gibson                          Executive Officer)


/s/ PETER Q. REPETTI                       Senior Vice President and Chief           July 31, 1998
---------------------------                Financial Officer (Principal
Peter Q. Repetti                           Financial Officer and Principal
                                           Accounting Officer)


/s/ JACK A. ARNOW                          Director                                  July 31, 1998
---------------------------
Jack A. Arnow
</TABLE>
<PAGE>   6
<TABLE>
<CAPTION>
         Signature                          Title                                       Date
         ---------                          -----                                       ----


<S>                                        <C>                                       <C>
/s/ J. MICHAEL CLINE                       Director                                  July 31, 1998
---------------------------
J. Michael Cline


/s/ LYNN C. FRITZ                          Director                                  July 31, 1998
---------------------------
Lynn C. Fritz


/s/ JOSEPH H. JACOVINI                     Director                                  July 31, 1998
---------------------------
Joseph H. Jacovini


/s/ WILLIAM G. NELSON                      Director                                  July 31, 1998
---------------------------
William G. Nelson


/s/ THOMAS A. SKELTON                      Director                                  July 31, 1998
---------------------------
Thomas A. Skelton
</TABLE>
<PAGE>   7
                                 EXHIBIT INDEX



                 EXHIBIT NUMBER

                    5     Opinion of Dilworth Paxson LLP as to the legality of
                          securities being registered

                   23.1   Consent of Deloitte & Touche LLP

                   23.2   Consent of PricewaterhouseCoopers LLP

                  *23.3   Consent of Dilworth Paxson LLP

                 **24     Power of Attorney of certain officers and directors
                          of the Company

                  ---------------------------------
                                  * Included in Exhibit 5
                                  **Included in the signature page to this
                                    Registration Statement
[{"type": "S-8", "sequence": "1", "description": "MANUGISTICS GROUP, INC. FORM S-8", "secsgml_size_bytes": 18247}]
{"company-data": {"conformed-name": "MANUGISTICS GROUP INC", "cik": "0000908440", "assigned-sic": "7372", "irs-number": "521469385", "state-of-incorporation": "DE", "fiscal-year-end": "0228"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-60439", "film-number": "98675788"}, "business-address": {"street1": "2115 E JEFFERSON ST", "city": "ROCKVILLE", "state": "MD", "zip": "20852", "phone": "3019845000"}}
1

                                                         Registration No. 333-
===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

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

                            MANUGISTICS GROUP, INC.
               (Exact name of issuer as specified in its charter)
Delaware                                                            52-1469385
                          (STATE OR OTHER JURISDICTION OF                                     (I.R.S. EMPLOYER
                          INCORPORATION OR ORGANIZATION)                                      IDENTIFICATION NUMBER)
2115 East Jefferson Street
                           Rockville, Maryland 20852
             (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES AND ZIP CODE)

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

                  TYECIN SYSTEMS, INC. 1993 STOCK OPTION PLAN

  TYECIN SYSTEMS, INC. AMENDED AND RESTATED 1994 FLEXIBLE STOCK INCENTIVE PLAN
                           (FULL TITLES OF THE PLANS)

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

                               WILLIAM M. GIBSON
          PRESIDENT, CHIEF EXECUTIVE OFFICER AND CHAIRMAN OF THE BOARD
                            MANUGISTICS GROUP, INC.
                           2115 EAST JEFFERSON STREET
                           ROCKVILLE, MARYLAND 20852
                    (NAME AND ADDRESS OF AGENT FOR SERVICE)
                                 (301) 984-5000
         (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

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

                                    COPY TO:

                          JOSEPH H. JACOVINI, ESQUIRE
                            MERRITT A. COLE, ESQUIRE
                              DILWORTH PAXSON LLP
                            3200 MELLON BANK CENTER
                               1735 MARKET STREET
                     PHILADELPHIA, PENNSYLVANIA 19103-7595
                                 (215) 575-7000

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

                        CALCULATION OF REGISTRATION FEE
===============================================================================================================
  TITLE OF SECURITIES              AMOUNT TO       PROPOSED MAXIMUM    PROPOSED MAXIMUM       AMOUNT OF
    TO BE REGISTERED             BE REGISTERED      OFFERING PRICE        AGGREGATE        REGISTRATION FEE (1)
                                                    PER SHARE (1)         OFFERING
                                                                          PRICE (2)
---------------------------------------------------------------------------------------------------------------
COMMON STOCK, $.002 PAR        24,487 SHARES          $3.10             $74,300.50            $21.92
  VALUE
================================================================================================================
(1)         THIS PRICE IS THE HIGHEST EXERCISE PRICE OF THE OPTIONS
                 OUTSTANDING UNDER THE OPTION PLANS REFERRED TO ABOVE (THE
                 "PLANS").

     (2)         CALCULATED, PURSUANT TO RULE 457(h)(1) UNDER THE SECURITIES
                 ACT OF 1933, ON THE BASIS OF THE VARIOUS EXERCISE PRICES OF
                 THE OPTIONS OUTSTANDING UNDER THE PLANS.

                                       2
2
         This registration statement relates to a total of 24,487 shares 
of Common Stock, par value $.002 per share, of Manugistics Group, Inc. (the
"Company") as follows: (a) a total of 46 shares which are reserved for future
issuance upon the exercise of options which are outstanding under the TYECIN
Systems, Inc. 1993 Stock Option Plan, and (b) a total of 24,441 shares which are
reserved for future issuance upon the exercise of options which are outstanding
under the TYECIN Systems, Inc. Amended and Restated 1994 Flexible Stock
Incentive Plan, which plans were assumed by the Company pursuant to
the terms of the merger of TYECIN Systems, Inc. with and into a wholly-owned
subsidiary of the Company effective as of June 1, 1998.

ITEM     3.      INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents previously filed with the Commission by the
Company are incorporated in this Prospectus by reference:

         1.  The Company's Annual Report on Form 10-K for the fiscal year ended
             February 28, 1998.

         2.  The Company's Current Report on Form 8-K dated March 2, 1998.

         3.  The Company's Current Report on Form 8-K dated March 19, 1998.

         4.  The Company's Current Report on Form 8-K dated March 27, 1998.

         5.  The Company's Current Report on Form 8-K dated May 22, 1998.

         6.  The Company's Current Report on Form 8-K dated May 22, 1998.

         7.  The Company's Current Report on Form 8-K dated June 1, 1998.

         8.  The Company's Current Report on Form 8-K dated June 2, 1998.

         9.  The Company's Current Report on Form 8-K dated June 9, 1998.

         10. The Company's Current Report on Form 8-K dated June 18, 1998.

         11. The Company's Current Report on Form 8-K dated July 15, 1998.

         12. The Company's Quarterly Report on Form 10-Q for the quarter ended
             May 31, 1998.

         13. The description of the Company's Common Stock contained in the
             Company's Registration Statement on Form 8-A under the Securities
             Exchange Act of 1934, as amended, including any amendment or
             report filed to update the description.

         All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934, as amended, after the date
of this registration statement and prior to the termination of the offering of
the Common Stock shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing such
documents.  Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this registration statement to the extent that a statement
contained herein or in any other subsequently filed document that also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement.  Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this registration
statement.

                                       3
3
ITEM     5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         The law firm of Dilworth Paxson LLP has rendered an opinion regarding
the legality of the Shares.  Under the terms of the Company's 1998 Stock Option
Plan, Joseph H. Jacovini, Co-Chairman and a principal in that firm and a member
of the Board of Directors of the Company, is awarded annually an option to
purchase 5,000 shares of Common Stock.  At June 26, 1998, Mr. Jacovini was the
beneficial owner of 72,000 shares of Common Stock (including 2,000 shares held
by his spouse and a total of 22,664 shares issuable upon exercise of certain
options).  Other members of Dilworth Paxson LLP own a total of approximately
2,400 shares of Common Stock.

ITEM     6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS

         The Company's Amended and Restated Certificate of Incorporation (the
"Certificate of Incorporation") contains certain provisions permitted under the
General Corporation Law of Delaware ("Delaware GCL") which eliminate the
personal liability of directors for monetary damages for a breach of the
director's fiduciary duty, except for: (i) breach of a director's duty of
loyalty; (ii) acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) the unlawful payment of
dividends, stock purchase or stock redemption, or (iv) any transaction from
which the director derives any improper personal benefit.  The Certificate of
Incorporation and the Company's Amended and Restated By-Laws also contain
provisions indemnifying the Company's directors, officers and employees to the
fullest extent permitted by the Delaware GCL.  The Company believes that these
provisions will assist the Company in attracting and retaining qualified
individuals to serve as directors, officers and employees.  The Certificate of
Incorporation provides that a director's liability shall be eliminated or
limited to the fullest extent permitted by the Delaware GCL, as amended from
time to time.

         The Company's directors and officers are also insured against certain
liabilities under a directors and officers liability insurance policy
maintained by the Company.

ITEM     8.  EXHIBITS

                5         Opinion of Dilworth Paxson LLP as to the legality of
                          securities being registered

               23.1       Consent of Deloitte & Touche LLP

               23.2       Consent of PricewaterhouseCoopers LLP

              *23.3       Consent of Dilworth Paxson LLP

             **24         Power of Attorney of certain officers and directors
                          of the Company

            --------------------------
                          * Included in Exhibit 5
                          **Included in the signature page to this Registration
                            Statement

ITEM     9.  UNDERTAKINGS

         The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being
             made, a post-effective amendment to this registration statement to
             include any material information with respect to the plan of
             distribution not previously disclosed in the registration
             statement or any material change to such information in the
             registration statement.

                                       4
4
         (1) For the purpose of determining any liability under the Securities
             Act of 1933, that each such post-effective amendment shall be
             deemed to be a new registration statement relating to the
             securities offered herein, and the offering of such securities at
             that time shall be deemed to be the initial bona fide offering
             thereof.

         (1) To remove from registration by means of a post-effective amendment
             any of the securities being registered which remain unsold at the
             end of the offering.

         (1) That, for purposes of determining any liability under the
             Securities Act of 1933, each filing of the registrant's annual
             report pursuant to section 13(a) or section 15(d) of the
             Securities Exchange Act of 1934 that is incorporated by reference
             in the registration statement shall be deemed to be a new
             registration statement relating to the securities offered therein,
             and the offering of such securities at that time shall be deemed
             to be the initial bona fide offering thereof.

                 Insofar as indemnification for liabilities arising under the
         Securities Act of 1933 may be permitted to directors, officers and
         controlling persons of the Registrant pursuant to the foregoing
         provisions set forth in response to Item 6, or otherwise, the
         Registrant has been advised that in the opinion of the Securities and
         Exchange Commission such indemnification is against public policy as
         expressed in the Act and is, therefore, unenforceable.  In the event
         that a claim for indemnification against such liabilities (other than
         the payment by the Registrant of expenses incurred or paid by a
         director, officer or controlling person of the Registrant in the
         successful defense of any action, suit or proceeding) is asserted by
         such director, officer or controlling person in connection with the
         securities being registered, the Registrant will, unless in the
         opinion of its counsel the matter has been settled by controlling
         precedent, submit to a court of appropriate jurisdiction the question
         whether such indemnification by it is against public policy as
         expressed in the Act and will be governed by the final adjudication of
         such issue.

                                       5
5
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Rockville, State of Maryland, on the 31st day
of July, 1998.

                                MANUGISTICS GROUP, INC.

                                By:   /s/ WILLIAM M. GIBSON
                                   --------------------------------------
                                      William M. Gibson
                                      Chairman of the Board, President and
                                      Chief Executive Officer

                               POWER OF ATTORNEY

         Each of the undersigned directors of Manugistics Group, Inc. whose
signature appears below hereby appoints William M. Gibson and Peter Q.
Repetti, jointly and individually, as attorneys-in-fact for the undersigned
with full power of substitution, to execute in his name and on behalf of such
person, individually, and in each capacity stated below,  this Registration
Statement on Form S-8 and one or more amendments (including post-effective
amendments) to this Registration Statement as the attorney-in-fact shall deem
appropriate, and to file any such amendment (including exhibits thereto and
other documents in connection herewith) to this Registration Statement on Form
S-8 with the Securities and Exchange Commission, granting unto said
attorneys-in-fact, and each of them, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about
the premises, as fully to all intents and purposes as such person might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact, or either of them, may lawfully do or cause to be done by
virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signature                          Title                                   Date
         ---------                          -----                                   ----
/s/ WILLIAM M. GIBSON                      Chairman of the Board, President and      July 31, 1998
---------------------------                Chief Executive Officer (Principal
William M. Gibson                          Executive Officer)

/s/ PETER Q. REPETTI                       Senior Vice President and Chief           July 31, 1998
---------------------------                Financial Officer (Principal
Peter Q. Repetti                           Financial Officer and Principal
                                           Accounting Officer)

/s/ JACK A. ARNOW                          Director                                  July 31, 1998
---------------------------
Jack A. Arnow
6
Signature                          Title                                       Date
         ---------                          -----                                       ----
/s/ J. MICHAEL CLINE                       Director                                  July 31, 1998
---------------------------
J. Michael Cline

/s/ LYNN C. FRITZ                          Director                                  July 31, 1998
---------------------------
Lynn C. Fritz

/s/ JOSEPH H. JACOVINI                     Director                                  July 31, 1998
---------------------------
Joseph H. Jacovini

/s/ WILLIAM G. NELSON                      Director                                  July 31, 1998
---------------------------
William G. Nelson

/s/ THOMAS A. SKELTON                      Director                                  July 31, 1998
---------------------------
Thomas A. Skelton
7
                                 EXHIBIT INDEX

                 EXHIBIT NUMBER

                    5     Opinion of Dilworth Paxson LLP as to the legality of
                          securities being registered

                   23.1   Consent of Deloitte & Touche LLP

                   23.2   Consent of PricewaterhouseCoopers LLP

                  *23.3   Consent of Dilworth Paxson LLP

                 **24     Power of Attorney of certain officers and directors
                          of the Company

                  ---------------------------------
                                  * Included in Exhibit 5
                                  **Included in the signature page to this
                                    Registration Statement