<PAGE>   1
      As filed with the Securities and Exchange Commission on May    , 1996
                                                  Registration No. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT

                                      Under
                           The Securities Act of 1933

                              i2 TECHNOLOGIES, INC.
             (Exact name of registrant as specified in its charter)

             DELAWARE                                    75-2294945
   (State or other jurisdiction               (IRS Employer Identification No.)
 of incorporation or organization)

                      909 E. LAS COLINAS BLVD., 16TH FLOOR
                               IRVING, TEXAS 75039
               (Address of principal executive offices) (Zip Code)

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

                      1995 STOCK OPTION/STOCK ISSUANCE PLAN
                          EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the Plans)

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

                                  DAVID F. CARY
                   VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
                              i2 TECHNOLOGIES, INC.
                      909 E. LAS COLINAS BLVD., 16TH FLOOR
                               IRVING, TEXAS 75039
                                 (214) 860-6000

     (Name, address, including zip code, and telephone number, including area
                          code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
======================================================================================================================
                                                                 Proposed              Proposed
          Title of                                                Maximum               Maximum
         Securities                        Amount                Offering              Aggregate            Amount of
            to be                          to be                   Price               Offering           Registration
         Registered                     Registered(1)           per Share(2)           Price(2)                Fee
         ----------                     ----------              ---------              -----                   ---

<S>                                     <C>                     <C>                    <C>                <C>
  1995 Stock Option/Stock
  Issuance Plan:

  Options to purchase                  2,730,000                    N/A                   N/A                 N/A
  Common Stock

  Common Stock, $0.00025               2,730,000 shares           $ 49.00             $133,770,000          $46,128
  par value

  Employee Stock Purchase                500,000 shares           $ 49.00             $ 24,500,000          $ 8,448
  Plan
======================================================================================================================
</TABLE>

(1)      This Registration Statement shall also cover any additional shares of
         Common Stock which become issuable under the 1995 Stock Option/Stock
         Issuance Plan and/or the Employee Stock Purchase Plan by reason of any
         stock dividend, stock split, recapitalization or other similar
         transaction effected without the receipt of consideration which results
         in an increase in the number of the outstanding shares of Common Stock
         of i2 Technologies, Inc.

(2)      Calculated solely for purposes of this offering under Rule 457(h) of
         the Securities Act of 1933, as amended, on the basis of the average of
         the high and low selling prices per share of Common Stock of i2
         Technologies, Inc. on May 9, 1996, as reported by the Nasdaq National
         Market.

<PAGE>   2
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         i2 Technologies, Inc. (the "Registrant") hereby incorporates by
reference into this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "SEC"):

         (a)      The Registrant's Prospectus filed with the SEC pursuant to
                  Rule 424(b) of the Securities Act of 1933, as amended (the
                  "1933 Act"), in connection with Registration Statement No.
                  333-01752 on Form S-1, filed with the SEC on February 28,
                  1996, and the amendments thereto, in which there is set forth
                  audited financial statements for the Registrant's fiscal year
                  ended December 31, 1995; and

         (b)      The Registrant's Registration Statement No. 00-28030 on Form
                  8-A filed with the SEC on March 20, 1996 pursuant to Section
                  12 of the Securities Exchange Act of 1934, as amended (the
                  "1934 Act"), in which there is described the terms, rights and
                  provisions applicable to the Registrant's outstanding Common
                  Stock.

         All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of
this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of 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 subsequently filed
document which also is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4.  Description of Securities

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel

         Not Applicable.

Item 6.  Indemnification of Directors and Officers

         Subsection (a) of Section 145 of the General Corporation Law of the
State of Delaware empowers a corporation to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.

         Subsection (b) of Section 145 empowers a corporation to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by right of the corporation to
procure a judgment in its favor by reason of the fact that such person acted in
any of the capacities set forth above, against expenses (including attorneys'
fees) actually and reasonably incurred by him

<PAGE>   3
in connection with the defense or settlement of such action or suit if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, except that no indemnification may be
made in respect to any claim issue or matter as to which such person shall have
been adjudged to be liable to the corporation unless and only to the extent that
the Court of Chancery or the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the Court of Chancery
or such other court shall deem proper.

         Section 145 further provides that to the extent a director or officer
of a corporation has been successful on the merits or otherwise in the defense
of any such action, suit or proceeding referred to in subsections (a) and (b) of
Section 145 or in the defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith; that the indemnification provided for
by Section 145 shall not be deemed exclusive of any other rights which the
indemnified party may be entitled; that indemnification provided by Section 145
shall, unless otherwise provided when authorized or ratified, continue as to a
person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of such person's heirs, executors and administrators; and
empowers the corporation to purchase and maintain insurance on behalf of a
director or officer of the corporation against any liability asserted against
him and incurred by him in any such capacity, or arising out of his status as
such, whether or not the corporation would have the power to indemnify him
against such liabilities under Section 145.

         Section 102(b)(7) of the General Corporation Law or the State of
Delaware provides that a certificate of incorporation may contain a provision
eliminating or limiting the personal liability of a director to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director, provided that such provision shall not eliminate or limit the
liability of the director (i) for any breach of the director's duty of loyalty
to the corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any
transaction from which the director derived an improper personal benefit.

         Article Eleventh of the Registrant's Charter provides that, to the
fullest extent permitted by the Delaware General Corporation Law as the same
exists or as it may hereafter be amended, no director of the Registrant shall be
personally liable to the Registrant or its stockholders for monetary damages for
breach of fiduciary duty as a director.

         Section 6.1 of the Registrant's Bylaws further provides that the
Registrant shall, to the maximum extent and in the manner permitted by the
General Corporation Law of Delaware, indemnify each of its directors and
officers against expenses (including attorneys' fees), judgments, fines,
settlements, and other amounts actually and reasonably incurred in connection
with any proceeding, arising by reason of the fact that such person is or was an
agent of the Registrant.

         The Registrant has entered into indemnification agreements with each of
its directors and officers.

Item 7.  Exemption from Registration Claimed

         Not Applicable.

Item 8.  Exhibits

<TABLE>
<CAPTION>
    Number            Exhibit
    ------            -------

<S>                   <C>                                 
     5                Opinion and consent of Brobeck, Phleger & Harrison LLP.
    23.1              Consent of Ernst & Young LLP, Independent Auditors.
    23.2              Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.
    24                Power of Attorney.  Reference is made to page II-4 of this Registration Statement.
    99.1              1995 Stock Option/Stock Issuance Plan.
    99.2              Form of Notice of Grant of Stock Option.
    99.3              Form of Stock Option Agreement.
    99.4              Form of Stock Purchase Agreement.
    99.5              Form of Notice of Grant of Automatic Stock Option.
</TABLE>


                                      II-2.
<PAGE>   4
<TABLE>
<S>                   <C>                                                        
    99.6              Form of Automatic Stock Option Agreement.
    99.7              Form of Stock Issuance Agreement.
    99.8              Employee Stock Purchase Plan.
    99.9              Form of Enrollment/Change Form.
    99.10             Form of Stock Purchase Agreement.
    99.11             Form of Special Officer Participation Form.
</TABLE>


Item 9.  Undertakings

         A. 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 (i) to include any prospectus required by Section
10(a)(3) of the 1933 Act, (ii) to reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
Registration Statement and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference into this Registration Statement; (2) that for the
purpose of determining any liability under the 1933 Act each such post-effective
amendment 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; and (3) to remove
from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the Registrant's 1995
Stock Option/Stock Issuance Plan and/or the Employee Stock Purchase Plan.

         B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into this 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.

         C. Insofar as indemnification for liabilities arising under the 1933
Act may be permitted to directors, officers, or controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that, in the opinion of the SEC, such indemnification is
against public policy as expressed in the 1933 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 1933 Act and will be governed by the final
adjudication of such issue.


                                      II-3.
<PAGE>   5
                                   SIGNATURES

              Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 Dallas, State of Texas on this 10th
day of May 1996.

                               i2 TECHNOLOGIES, INC.
                               By: /s/Sanjiv S. Sidhu
                               -------------------------------------------------

                                     Sanjiv S. Sidhu
                               Chairman of the Board and Chief Executive Officer

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

              That the undersigned officers and directors of i2 Technologies,
Inc., a California corporation, do hereby constitute and appoint Sanjiv S. Sidhu
and David F. Cary and each of them, the lawful attorneys-in-fact and agents with
full power and authority to do any and all acts and things and to execute any
and all instruments which said attorneys and agents, and any one of them,
determine may be necessary or advisable or required to enable said corporation
to comply with the Securities Act of 1933, as amended, and any rules or
regulations or requirements of the Securities and Exchange Commission in
connection with this Registration Statement. Without limiting the generality of
the foregoing power and authority, the powers granted include the power and
authority to sign the names of the undersigned officers and directors in the
capacities indicated below to this Registration Statement, to any and all
amendments, both pre-effective and post-effective, and supplements to this
Registration Statement, and to any and all instruments or documents filed as
part of or in conjunction with this Registration Statement or amendments or
supplements thereof, and each of the undersigned hereby ratifies and confirms
that all said attorneys and agents, or any one of them, shall do or cause to be
done by virtue hereof. This Power of Attorney may be signed in several
counterparts.

              IN WITNESS WHEREOF, each of the undersigned has executed this
Power of Attorney as of the date indicated.

              Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.

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



<S>                                   <C>                                   <C>
/s/Sanjiv S. Sidhu                    Chairman of the Board                 May 10, 1996
- -----------------------------         and Chief Executive Officer  
Sanjiv S. Sidhu                       (Principal Executive Officer)
                                      
</TABLE>



                                      II-4.
<PAGE>   6
<TABLE>
<CAPTION>
Signature                             Title                                    Date
- ---------                             -----                                    ----



<S>                                   <C>                                   <C>
/s/Kanna N. Sharma                    Vice Chairman of the Board,           May 10, 1996
- -----------------------------         Executive Vice President and
Kanna N. Sharma                       Secretary                   
                                      

/s/David F. Cary                      Vice President and Chief              May 10, 1996
- -----------------------------         Financial Officer        
David F. Cary                         (Principal Financial and 
                                      Accounting Officer)      
                                      

/s/Harvey B. Cash                     Director                              May 10, 1996
- -----------------------------
Harvey B. Cash
</TABLE>





                                      II-5.
<PAGE>   7
                       SECURITIES AND EXCHANGE COMMISSION

                                WASHINGTON, D.C.

                                    EXHIBITS

                                       TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933

                              i2 TECHNOLOGIES, INC.

<PAGE>   8
                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
    Number            Exhibit
    ------            -------

<S>                   <C>                                                                     
     5                Opinion and consent of Brobeck, Phleger & Harrison LLP.
    23.1              Consent of Ernst & Young LLP, Independent Auditors.
    23.2              Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.
    24                Power of Attorney.  Reference is made to page II-4 of this Registration Statement.
    99.1              1995 Stock Option/Stock Issuance Plan.
    99.2              Form of Notice of Grant of Stock Option.
    99.3              Form of Stock Option Agreement.
    99.4              Form of Stock Purchase Agreement.
    99.5              Form of Notice of Grant of Automatic Stock Option.
    99.6              Form of Automatic Stock Option Agreement.
    99.7              Form of Stock Issuance Agreement.
    99.8              Employee Stock Purchase Plan.
    99.9              Form of Enrollment/Change Form.
    99.10             Form of Stock Purchase Agreement.
    99.11             Form of Special Officer Participation Form.
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 22552}]
{"company-data": {"conformed-name": "I2 TECHNOLOGIES INC", "cik": "0001009304", "assigned-sic": "7372", "irs-number": "752294945", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-03703", "film-number": "96563858"}, "business-address": {"street1": "909 E LAS COLINAS BLVD", "street2": "16TH FL", "city": "IRVING", "state": "TX", "zip": "75039", "phone": "2148606000"}}
1
      As filed with the Securities and Exchange Commission on May    , 1996
                                                  Registration No. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT

                                      Under
                           The Securities Act of 1933

                              i2 TECHNOLOGIES, INC.
             (Exact name of registrant as specified in its charter)

             DELAWARE                                    75-2294945
   (State or other jurisdiction               (IRS Employer Identification No.)
 of incorporation or organization)

                      909 E. LAS COLINAS BLVD., 16TH FLOOR
                               IRVING, TEXAS 75039
               (Address of principal executive offices) (Zip Code)

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

                      1995 STOCK OPTION/STOCK ISSUANCE PLAN
                          EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the Plans)

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

                                  DAVID F. CARY
                   VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
                              i2 TECHNOLOGIES, INC.
                      909 E. LAS COLINAS BLVD., 16TH FLOOR
                               IRVING, TEXAS 75039
                                 (214) 860-6000

     (Name, address, including zip code, and telephone number, including area
                          code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
======================================================================================================================
                                                                 Proposed              Proposed
          Title of                                                Maximum               Maximum
         Securities                        Amount                Offering              Aggregate            Amount of
            to be                          to be                   Price               Offering           Registration
         Registered                     Registered(1)           per Share(2)           Price(2)                Fee
         ----------                     ----------              ---------              -----                   ---
1995 Stock Option/Stock
  Issuance Plan:

  Options to purchase                  2,730,000                    N/A                   N/A                 N/A
  Common Stock

  Common Stock, $0.00025               2,730,000 shares           $ 49.00             $133,770,000          $46,128
  par value

  Employee Stock Purchase                500,000 shares           $ 49.00             $ 24,500,000          $ 8,448
  Plan
======================================================================================================================
(1)      This Registration Statement shall also cover any additional shares of
         Common Stock which become issuable under the 1995 Stock Option/Stock
         Issuance Plan and/or the Employee Stock Purchase Plan by reason of any
         stock dividend, stock split, recapitalization or other similar
         transaction effected without the receipt of consideration which results
         in an increase in the number of the outstanding shares of Common Stock
         of i2 Technologies, Inc.

(2)      Calculated solely for purposes of this offering under Rule 457(h) of
         the Securities Act of 1933, as amended, on the basis of the average of
         the high and low selling prices per share of Common Stock of i2
         Technologies, Inc. on May 9, 1996, as reported by the Nasdaq National
         Market.
2
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         i2 Technologies, Inc. (the "Registrant") hereby incorporates by
reference into this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "SEC"):

         (a)      The Registrant's Prospectus filed with the SEC pursuant to
                  Rule 424(b) of the Securities Act of 1933, as amended (the
                  "1933 Act"), in connection with Registration Statement No.
                  333-01752 on Form S-1, filed with the SEC on February 28,
                  1996, and the amendments thereto, in which there is set forth
                  audited financial statements for the Registrant's fiscal year
                  ended December 31, 1995; and

         (b)      The Registrant's Registration Statement No. 00-28030 on Form
                  8-A filed with the SEC on March 20, 1996 pursuant to Section
                  12 of the Securities Exchange Act of 1934, as amended (the
                  "1934 Act"), in which there is described the terms, rights and
                  provisions applicable to the Registrant's outstanding Common
                  Stock.

         All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of
this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of 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 subsequently filed
document which also is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4.  Description of Securities

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel

         Not Applicable.

Item 6.  Indemnification of Directors and Officers

         Subsection (a) of Section 145 of the General Corporation Law of the
State of Delaware empowers a corporation to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.

         Subsection (b) of Section 145 empowers a corporation to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by right of the corporation to
procure a judgment in its favor by reason of the fact that such person acted in
any of the capacities set forth above, against expenses (including attorneys'
fees) actually and reasonably incurred by him
3
in connection with the defense or settlement of such action or suit if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, except that no indemnification may be
made in respect to any claim issue or matter as to which such person shall have
been adjudged to be liable to the corporation unless and only to the extent that
the Court of Chancery or the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the Court of Chancery
or such other court shall deem proper.

         Section 145 further provides that to the extent a director or officer
of a corporation has been successful on the merits or otherwise in the defense
of any such action, suit or proceeding referred to in subsections (a) and (b) of
Section 145 or in the defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith; that the indemnification provided for
by Section 145 shall not be deemed exclusive of any other rights which the
indemnified party may be entitled; that indemnification provided by Section 145
shall, unless otherwise provided when authorized or ratified, continue as to a
person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of such person's heirs, executors and administrators; and
empowers the corporation to purchase and maintain insurance on behalf of a
director or officer of the corporation against any liability asserted against
him and incurred by him in any such capacity, or arising out of his status as
such, whether or not the corporation would have the power to indemnify him
against such liabilities under Section 145.

         Section 102(b)(7) of the General Corporation Law or the State of
Delaware provides that a certificate of incorporation may contain a provision
eliminating or limiting the personal liability of a director to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director, provided that such provision shall not eliminate or limit the
liability of the director (i) for any breach of the director's duty of loyalty
to the corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any
transaction from which the director derived an improper personal benefit.

         Article Eleventh of the Registrant's Charter provides that, to the
fullest extent permitted by the Delaware General Corporation Law as the same
exists or as it may hereafter be amended, no director of the Registrant shall be
personally liable to the Registrant or its stockholders for monetary damages for
breach of fiduciary duty as a director.

         Section 6.1 of the Registrant's Bylaws further provides that the
Registrant shall, to the maximum extent and in the manner permitted by the
General Corporation Law of Delaware, indemnify each of its directors and
officers against expenses (including attorneys' fees), judgments, fines,
settlements, and other amounts actually and reasonably incurred in connection
with any proceeding, arising by reason of the fact that such person is or was an
agent of the Registrant.

         The Registrant has entered into indemnification agreements with each of
its directors and officers.

Item 7.  Exemption from Registration Claimed

         Not Applicable.

Item 8.  Exhibits
Number            Exhibit
    ------            -------
5                Opinion and consent of Brobeck, Phleger & Harrison LLP.
    23.1              Consent of Ernst & Young LLP, Independent Auditors.
    23.2              Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.
    24                Power of Attorney.  Reference is made to page II-4 of this Registration Statement.
    99.1              1995 Stock Option/Stock Issuance Plan.
    99.2              Form of Notice of Grant of Stock Option.
    99.3              Form of Stock Option Agreement.
    99.4              Form of Stock Purchase Agreement.
    99.5              Form of Notice of Grant of Automatic Stock Option.
II-2.
4
99.6              Form of Automatic Stock Option Agreement.
    99.7              Form of Stock Issuance Agreement.
    99.8              Employee Stock Purchase Plan.
    99.9              Form of Enrollment/Change Form.
    99.10             Form of Stock Purchase Agreement.
    99.11             Form of Special Officer Participation Form.
Item 9.  Undertakings

         A. 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 (i) to include any prospectus required by Section
10(a)(3) of the 1933 Act, (ii) to reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
Registration Statement and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference into this Registration Statement; (2) that for the
purpose of determining any liability under the 1933 Act each such post-effective
amendment 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; and (3) to remove
from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the Registrant's 1995
Stock Option/Stock Issuance Plan and/or the Employee Stock Purchase Plan.

         B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into this 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.

         C. Insofar as indemnification for liabilities arising under the 1933
Act may be permitted to directors, officers, or controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that, in the opinion of the SEC, such indemnification is
against public policy as expressed in the 1933 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 1933 Act and will be governed by the final
adjudication of such issue.

                                      II-3.
5
                                   SIGNATURES

              Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 Dallas, State of Texas on this 10th
day of May 1996.

                               i2 TECHNOLOGIES, INC.
                               By: /s/Sanjiv S. Sidhu
                               -------------------------------------------------

                                     Sanjiv S. Sidhu
                               Chairman of the Board and Chief Executive Officer

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

              That the undersigned officers and directors of i2 Technologies,
Inc., a California corporation, do hereby constitute and appoint Sanjiv S. Sidhu
and David F. Cary and each of them, the lawful attorneys-in-fact and agents with
full power and authority to do any and all acts and things and to execute any
and all instruments which said attorneys and agents, and any one of them,
determine may be necessary or advisable or required to enable said corporation
to comply with the Securities Act of 1933, as amended, and any rules or
regulations or requirements of the Securities and Exchange Commission in
connection with this Registration Statement. Without limiting the generality of
the foregoing power and authority, the powers granted include the power and
authority to sign the names of the undersigned officers and directors in the
capacities indicated below to this Registration Statement, to any and all
amendments, both pre-effective and post-effective, and supplements to this
Registration Statement, and to any and all instruments or documents filed as
part of or in conjunction with this Registration Statement or amendments or
supplements thereof, and each of the undersigned hereby ratifies and confirms
that all said attorneys and agents, or any one of them, shall do or cause to be
done by virtue hereof. This Power of Attorney may be signed in several
counterparts.

              IN WITNESS WHEREOF, each of the undersigned has executed this
Power of Attorney as of the date indicated.

              Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
Signature                             Title                                    Date
- ---------                             -----                                    ----
/s/Sanjiv S. Sidhu                    Chairman of the Board                 May 10, 1996
- -----------------------------         and Chief Executive Officer  
Sanjiv S. Sidhu                       (Principal Executive Officer)
II-4.
6
Signature                             Title                                    Date
- ---------                             -----                                    ----
/s/Kanna N. Sharma                    Vice Chairman of the Board,           May 10, 1996
- -----------------------------         Executive Vice President and
Kanna N. Sharma                       Secretary                   
                                      

/s/David F. Cary                      Vice President and Chief              May 10, 1996
- -----------------------------         Financial Officer        
David F. Cary                         (Principal Financial and 
                                      Accounting Officer)      
                                      

/s/Harvey B. Cash                     Director                              May 10, 1996
- -----------------------------
Harvey B. Cash
II-5.
7
                       SECURITIES AND EXCHANGE COMMISSION

                                WASHINGTON, D.C.

                                    EXHIBITS

                                       TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933

                              i2 TECHNOLOGIES, INC.
8
                                  EXHIBIT INDEX
Number            Exhibit
    ------            -------
5                Opinion and consent of Brobeck, Phleger & Harrison LLP.
    23.1              Consent of Ernst & Young LLP, Independent Auditors.
    23.2              Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.
    24                Power of Attorney.  Reference is made to page II-4 of this Registration Statement.
    99.1              1995 Stock Option/Stock Issuance Plan.
    99.2              Form of Notice of Grant of Stock Option.
    99.3              Form of Stock Option Agreement.
    99.4              Form of Stock Purchase Agreement.
    99.5              Form of Notice of Grant of Automatic Stock Option.
    99.6              Form of Automatic Stock Option Agreement.
    99.7              Form of Stock Issuance Agreement.
    99.8              Employee Stock Purchase Plan.
    99.9              Form of Enrollment/Change Form.
    99.10             Form of Stock Purchase Agreement.
    99.11             Form of Special Officer Participation Form.