<PAGE>   1




                                                             Registration No.33-
================================================================================
                       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)

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

             FIFTH AMENDED AND RESTATED EMPLOYEE STOCK OPTION PLAN
      MANUGISTICS GROUP, INC.  1991 OUTSIDE DIRECTORS STOCK OPTIONS GRANT
                    (Full titles of the plans and/or grants)

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

                               William M. Gibson
                            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)

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

<TABLE>
<CAPTION>
                                        CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------------
                                                     Proposed maximum   Proposed maximum                         
      Title of securities            Amount to        offering price    aggregate offering      Amount of        
        to be registered          be registered       per share (1)         price (1)        registration fee (1)
- ----------------------------------------------------------------------------------------------------------------------
<S>                               <C>                  <C>                 <C>                  <C>
Common Stock, $.002 Par Value      660,000 shares        $19.62             $12,949,000           $4,465.24
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>


(1)  Estimated solely for the purpose of calculating the registration fee,
     pursuant to Rule 457(c) under the Securities Act of 1933, on the basis of
     the average of the high and low prices for the Common Stock on July
     26,1996, as reported by the NASDAQ National Market System.


================================================================================

<PAGE>   2
         This Registration Statement relates to (a) 600,000 additional shares
of Common Stock reserved for issuance upon the exercise of options granted or
which may be granted under the Registrant's Fifth Amended and Restated Employee
Stock Option Plan and (b) 60,000 shares of Common Stock reserved for future
issuance upon the exercise of options granted pursuant to the 1991 Outside
Director Stock Option Grant. (Such shares are referred to below as the 
"Shares.") The contents of Registration Number 33-67994 and Registration 
Number 33-98820, which both relate to the shares of Common Stock previously 
registered under the Employee Stock Option Plan, are incorporated herein by 
reference.  


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 29, 1996.

         2.      The Company's Current Report on Form 8-K as filed on May 28,
1996.

         3.      The Company's Quarterly Report on Form 10-Q for the quarter
ended May 31, 1996.

         4.      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 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.


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The law firm of Dilworth, Paxson, Kalish & Kauffman LLP has rendered an
opinion regarding the legality of the Shares.  Joseph H. Jacovini, Co-Chairman
and a principal in that firm and a member of the Board of Directors of the
Company, was awarded an option to purchase shares of the Company's Common Stock
pursuant to the 1991 Outside Director Stock Option Grant.  The twelve thousand
(12,000) shares which remain issuable upon exercise of that option are included
among the Shares being registered pursuant to this registration statement.  The
law firm of Dilworth, Paxson, Kalish & Kauffman LLP is the beneficial owner of 
those shares.  Mr. Jacovini also holds options to purchase 10,000 shares of the
Company's Common Stock granted under the Company's 1994 Outside Directors
Non-Qualified Stock Option Plan.  Members of said law firm,
<PAGE>   3
including Mr. Jacovini, may be deemed to own beneficially shares of the
Company's Common  Stock which, in the aggregate, constitute less than one-half
of one percent of the outstanding shares of such stock.

ITEM  6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Delaware General Corporation Law, Section 102(b)(7), enables a
corporation in its certificate of incorporation to eliminate or limit personal
liability of members of its Board of Directors for monetary damages for breach
of a director's fiduciary duty of care.  The elimination or limitation does not
apply where there has been a breach of the duty of loyalty, failure to act in
good faith, engaging in intentional misconduct or knowingly violating a law,
paying a dividend or approving a stock repurchase which was deemed illegal or
obtaining an improper personal benefit.  The Company's Certificate of
Incorporation  and By-Laws provide that directors "shall be excused from
liability to the fullest extent permitted by Delaware law," as now in effect or
as subsequently amended.

         Delaware General Corporation Law, Section 145, permits a corporation
organized under Delaware law to indemnify directors and officers with respect
to any matter in which the director or officer acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the Company, and, with respect to any criminal action or proceeding, he had no
reasonable cause to believe his conduct was unlawful.  The By-laws of the
Company include comparable provisions.

         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, Kalish & Kauffman LLP as
                   to the legality of securities being registered.

         10.1      Manugistics Group, Inc. Fifth Amended and Restated
                   Employee Stock Option Plan.

         10.2      1991 Outside Director Stock Option Grant.

         23.1      Consent of Deloitte & Touche LLP.

         23.2      Consent of Dilworth, Paxson, Kalish & Kauffman LLP
                   (included as a part of Exhibit 5).

         24.1      Power of Attorney.

         24.2      Certificate of Secretary.


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.





                                      -2-
<PAGE>   4
    (2)  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 therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

    (3)  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.

    (4)  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.





                                      -3-
<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 2nd day of
August, 1996.

                            MANUGISTICS GROUP, INC.

                            By:                 *               
                               --------------------------------
                               William M. Gibson
                               Chairman of the Board,
                               President and Chief Executive Officer

    Pursuant to the requirements of the Securities Act of 1933, this amendment
to the 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>
             *                             Chairman of the Board,                 August 2, 1996
   ------------------------                President and Chief Executive                        
   William M. Gibson                       Officer; Director (Principal 
                                           Executive Officer)           
                                                                        


             *                             Vice President and Chief               August 2, 1996
   ------------------------                Financial Officer (Principal                         
   Peter Q. Repetti                        Financial Officer and Principal
                                           Accounting Officer)            
                                                                          

             *                             Director                               August 2, 1996
   -----------------------                                                                      
   Jack A. Arnow


             *                             Director                               August 2, 1996
   ------------------------                                                                     
   Joseph H. Jacovini


             *                             Director                               August 2, 1996
   ------------------------                                                                     
   J. Michael Cline

             *                             Director                               August 2, 1996
   -------------------------                                                                    
   William G. Nelson


             *                             Director                               August 2, 1996
   ------------------------                                                                     
   Thomas A. Skelton

             *                             Director                               August 2, 1996
   -----------------------                                                                      
   Lynn C. Fritz


*By:  /s/ Peter Q. Repetti  
     -----------------------
       Peter Q. Repetti
       Attorney-in-Fact
</TABLE>





                                      -4-
<PAGE>   6
                                EXHIBIT INDEX



         5       Opinion of Dilworth, Paxson, Kalish & Kauffman LLP as to the
                 legality of securities being registered.

         10.1    Manugistics Group, Inc. Fifth Amended and Restated Employee
                 Stock Option Plan.

         10.2    1991 Outside Director Stock Option Grant.

         23.1    Consent of Deloitte & Touche LLP.

         23.2    Consent of Dilworth, Paxson, Kalish & Kauffman LLP (included as
                 a part of Exhibit 5).

         24.1    Power of Attorney.

         24.2    Certificate of Secretary.





                                      -5-
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{"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": "333-09481", "film-number": "96603183"}, "business-address": {"street1": "2115 E JEFFERSON ST", "city": "ROCKVILLE", "state": "MD", "zip": "20852", "phone": "3019845000"}}
1

                                                             Registration No.33-
================================================================================
                       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)

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

             FIFTH AMENDED AND RESTATED EMPLOYEE STOCK OPTION PLAN
      MANUGISTICS GROUP, INC.  1991 OUTSIDE DIRECTORS STOCK OPTIONS GRANT
                    (Full titles of the plans and/or grants)

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

                               William M. Gibson
                            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)

                        -------------------------------
CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------------
                                                     Proposed maximum   Proposed maximum                         
      Title of securities            Amount to        offering price    aggregate offering      Amount of        
        to be registered          be registered       per share (1)         price (1)        registration fee (1)
- ----------------------------------------------------------------------------------------------------------------------
Common Stock, $.002 Par Value      660,000 shares        $19.62             $12,949,000           $4,465.24
- ----------------------------------------------------------------------------------------------------------------------
(1)  Estimated solely for the purpose of calculating the registration fee,
     pursuant to Rule 457(c) under the Securities Act of 1933, on the basis of
     the average of the high and low prices for the Common Stock on July
     26,1996, as reported by the NASDAQ National Market System.

================================================================================
2
         This Registration Statement relates to (a) 600,000 additional shares
of Common Stock reserved for issuance upon the exercise of options granted or
which may be granted under the Registrant's Fifth Amended and Restated Employee
Stock Option Plan and (b) 60,000 shares of Common Stock reserved for future
issuance upon the exercise of options granted pursuant to the 1991 Outside
Director Stock Option Grant. (Such shares are referred to below as the 
"Shares.") The contents of Registration Number 33-67994 and Registration 
Number 33-98820, which both relate to the shares of Common Stock previously 
registered under the Employee Stock Option Plan, are incorporated herein by 
reference.  

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 29, 1996.

         2.      The Company's Current Report on Form 8-K as filed on May 28,
1996.

         3.      The Company's Quarterly Report on Form 10-Q for the quarter
ended May 31, 1996.

         4.      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 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.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The law firm of Dilworth, Paxson, Kalish & Kauffman LLP has rendered an
opinion regarding the legality of the Shares.  Joseph H. Jacovini, Co-Chairman
and a principal in that firm and a member of the Board of Directors of the
Company, was awarded an option to purchase shares of the Company's Common Stock
pursuant to the 1991 Outside Director Stock Option Grant.  The twelve thousand
(12,000) shares which remain issuable upon exercise of that option are included
among the Shares being registered pursuant to this registration statement.  The
law firm of Dilworth, Paxson, Kalish & Kauffman LLP is the beneficial owner of 
those shares.  Mr. Jacovini also holds options to purchase 10,000 shares of the
Company's Common Stock granted under the Company's 1994 Outside Directors
Non-Qualified Stock Option Plan.  Members of said law firm,
3
including Mr. Jacovini, may be deemed to own beneficially shares of the
Company's Common  Stock which, in the aggregate, constitute less than one-half
of one percent of the outstanding shares of such stock.

ITEM  6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Delaware General Corporation Law, Section 102(b)(7), enables a
corporation in its certificate of incorporation to eliminate or limit personal
liability of members of its Board of Directors for monetary damages for breach
of a director's fiduciary duty of care.  The elimination or limitation does not
apply where there has been a breach of the duty of loyalty, failure to act in
good faith, engaging in intentional misconduct or knowingly violating a law,
paying a dividend or approving a stock repurchase which was deemed illegal or
obtaining an improper personal benefit.  The Company's Certificate of
Incorporation  and By-Laws provide that directors "shall be excused from
liability to the fullest extent permitted by Delaware law," as now in effect or
as subsequently amended.

         Delaware General Corporation Law, Section 145, permits a corporation
organized under Delaware law to indemnify directors and officers with respect
to any matter in which the director or officer acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the Company, and, with respect to any criminal action or proceeding, he had no
reasonable cause to believe his conduct was unlawful.  The By-laws of the
Company include comparable provisions.

         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, Kalish & Kauffman LLP as
                   to the legality of securities being registered.

         10.1      Manugistics Group, Inc. Fifth Amended and Restated
                   Employee Stock Option Plan.

         10.2      1991 Outside Director Stock Option Grant.

         23.1      Consent of Deloitte & Touche LLP.

         23.2      Consent of Dilworth, Paxson, Kalish & Kauffman LLP
                   (included as a part of Exhibit 5).

         24.1      Power of Attorney.

         24.2      Certificate of Secretary.

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.

                                      -2-
4
    (2)  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 therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

    (3)  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.

    (4)  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.

                                      -3-
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 2nd day of
August, 1996.

                            MANUGISTICS GROUP, INC.

                            By:                 *               
                               --------------------------------
                               William M. Gibson
                               Chairman of the Board,
                               President and Chief Executive Officer

    Pursuant to the requirements of the Securities Act of 1933, this amendment
to the registration statement has been signed by the following persons in the
capacities and on the date indicated.
SIGNATURE                                         TITLE                     DATE
         ---------                                         -----                     ----
*                             Chairman of the Board,                 August 2, 1996
   ------------------------                President and Chief Executive                        
   William M. Gibson                       Officer; Director (Principal 
                                           Executive Officer)           
                                                                        

             *                             Vice President and Chief               August 2, 1996
   ------------------------                Financial Officer (Principal                         
   Peter Q. Repetti                        Financial Officer and Principal
                                           Accounting Officer)            
                                                                          

             *                             Director                               August 2, 1996
   -----------------------                                                                      
   Jack A. Arnow

             *                             Director                               August 2, 1996
   ------------------------                                                                     
   Joseph H. Jacovini

             *                             Director                               August 2, 1996
   ------------------------                                                                     
   J. Michael Cline

             *                             Director                               August 2, 1996
   -------------------------                                                                    
   William G. Nelson

             *                             Director                               August 2, 1996
   ------------------------                                                                     
   Thomas A. Skelton

             *                             Director                               August 2, 1996
   -----------------------                                                                      
   Lynn C. Fritz

*By:  /s/ Peter Q. Repetti  
     -----------------------
       Peter Q. Repetti
       Attorney-in-Fact
-4-
6
                                EXHIBIT INDEX

         5       Opinion of Dilworth, Paxson, Kalish & Kauffman LLP as to the
                 legality of securities being registered.

         10.1    Manugistics Group, Inc. Fifth Amended and Restated Employee
                 Stock Option Plan.

         10.2    1991 Outside Director Stock Option Grant.

         23.1    Consent of Deloitte & Touche LLP.

         23.2    Consent of Dilworth, Paxson, Kalish & Kauffman LLP (included as
                 a part of Exhibit 5).

         24.1    Power of Attorney.

         24.2    Certificate of Secretary.

                                      -5-