<PAGE>   1

    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 17, 2001

                                                  REGISTRATION NO. 333-_________
================================================================================

                UNITED STATES 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 of             (I.R.S. Employer Identification No.)
 incorporation or organization)

   ONE i2 PLACE
  11701 LUNA ROAD
   DALLAS, TEXAS                                           75234
(Address of principal                                    (Zip code)
 executive offices)

     i2 TECHNOLOGIES, INC. 2001 NON-OFFICER STOCK OPTION/STOCK ISSUANCE PLAN
                            (Full title of the Plan)

                                   ----------

                               WILLIAM M. BEECHER
              EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
                              i2 TECHNOLOGIES, INC.
                                  ONE i2 PLACE
                                 11701 LUNA ROAD
                               DALLAS, TEXAS 75234
                                 (469) 357-1000
            (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          Amount of
Securities to be     Amount to be    Offering Price        Aggregate        Registration
   Registered       Registered(1)     per Share(2)     Offering Price(2)        Fee
----------------    -------------    --------------    -----------------    ------------
<S>                 <C>              <C>               <C>                  <C>

i2 Technologies, Inc. 2001 Non-Officer Stock Option/Stock Issuance Plan
Common Stock, $0.00025 par value

                  20,000,000 shares      $8.21          $164,200,000.00      $41,050.00

</Table>

(1)  This Registration Statement shall also cover any additional shares of
     Common Stock which become issuable under the i2 Technologies, Inc. 2001
     Non-Officer Stock Option/Stock Issuance Plan by reason of any stock
     dividend, stock split, recapitalization or other similar transaction
     effected without the Registrant's receipt of consideration which results in
     an increase in the number of the outstanding shares of the Registrant's
     Common Stock.

(2)  Calculated solely for purposes of this offering under Rule 457(h) of the
     Securities Act of 1933, as amended (the "1933 Act"), on the basis of the
     average of the high and low selling prices per share of Common Stock of i2
     Technologies, Inc. on August 15, 2001, 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 Annual Report on Form 10-K for the fiscal year ended
          December 31, 2000, filed with the SEC on March 29, 2001, pursuant to
          Section 13 of the Securities Exchange Act of 1934, as amended (the
          "1934 Act"), as amended by Form 10-K/A filed with the SEC on August 7,
          2001;

     (b)  The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
          ended June 30, 2001, filed with the SEC on August 14, 2001;

     (c)  The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
          ended March 31, 2001, filed with the SEC on May 4, 2001, as amended by
          Form 10-Q/A filed with the SEC on August 7, 2001;

     (d)  The Registrant's Current Reports on Form 8-K filed with the SEC on
          April 4, 2001, April 19, 2001, July 3, 2001 and July 19, 2001;

     (e)  The financial statements of SupplyBase, Inc. as of December 31, 1999
          and 1998 and for each of the years in the three-year period ended
          December 31, 1999, as contained in the Registrant's Amendment No. 1 to
          the Registration Statement on Form S-4 (Reg. No. 333-60128);

     (f)  The Registrant's unaudited pro forma combined financial statements of
          the three-month period ended March 31, 2000, contained in the
          Registrant's Amendment No. 1 to the Registration Statement on Form S-4
          (Reg. No. 333-60128);

     (g)  The financial statements of Aspect Development, Inc. contained in
          Aspect's Annual Report on Form 10-K (File No. 0-20749) for the year
          ended December 31, 1999;

     (h)  The financial statements of Aspect Development, Inc. contained in
          Aspect's Quarterly Report on Form 10-Q (File No. 0-20749) for the
          quarter ended March 31, 2000; and

     (i)  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 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.

                                       2
<PAGE>   3

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 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

                                       3
<PAGE>   4
     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 Eleven of the Registrant's Restated Certificate of Incorporation
     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 Amended and Restated 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
     executive officers. The Registrant maintains officers' and directors'
     liability insurance.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

     Not Applicable.

ITEM 8. EXHIBITS

EXHIBIT
NUMBER     DESCRIPTION

4          Instruments Defining the Rights of Stockholders. Reference is made to
           Registrant's Registration Statement No. 00-28030 on Form 8-A, which
           is incorporated herein by reference pursuant to Item 3(d) to this
           Registration Statement.

5          Opinion and Consent of Brobeck, Phleger & Harrison LLP.

23.1       Consent of Arthur Andersen LLP (Dallas).

23.2       Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.

23.3       Consent of Ernst & Young LLP.

23.4       Consent of KPMG LLP.

23.5       Consent of Arthur Andersen LLP (San Jose).

23.6       Consent of Arthur Andersen LLP (Denver).

24         Power of Attorney. Reference is made to page 6 of this Registration
           Statement.

99.1       i2 Technologies, Inc. 2001 Non-Officer Stock Option/Stock Issuance
           Plan

                                       4
<PAGE>   5

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
     of the i2 Technologies, Inc. 2001 Non-Officer Stock Option/Stock Issuance
     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 indemnification provisions summarized above in
     item 6, 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.

                                       5
<PAGE>   6

                                   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 17th day of
August 2001.

                                       i2 TECHNOLOGIES, INC.

                                       By: /s/ WILLIAM M. BEECHER
                                           ----------------------------
                                           William M. Beecher
                                           Executive Vice President and
                                           Chief Financial Officer

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

     That the undersigned officers and directors of i2 Technologies, Inc., a
     Delaware corporation, do hereby constitute and appoint Gregory A. Brady and
     William M. Beecher 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.

                                       6
<PAGE>   7

<Table>
<Caption>
Signature                                                 Title                                            Date
---------                                                 -----                                            ----

<S>                                         <C>                                                       <C>
/s/ GREGORY A. BRADY                        Chief Executive Officer, President
------------------------------------        and Director
Gregory A. Brady                            (Principal Executive Officer)                             August 17, 2001

/s/ WILLIAM M. BEECHER                      Executive Vice President and
------------------------------------        Chief Financial Officer
William M. Beecher                          (Principal Financial Officer)                             August 17, 2001

/s/ DAVID C. BECKER                         Senior Vice President - Finance
------------------------------------        and Accounting
David C. Becker                             (Principal Accounting Officer)                            August 17, 2001

/s/ SANJIV S. SIDHU                         Chairman of the Board                                     August 17, 2001
------------------------------------
Sanjiv S. Sidhu

/s/ HARVEY B. CASH                          Director                                                  August 17, 2001
------------------------------------
Harvey B. Cash

                                            Director                                                  August 17, 2001
------------------------------------
Robert L. Crandall

/s/ KENNETH L. LAY                          Director                                                  August 17, 2001
------------------------------------
Kenneth L. Lay

/s/ SANDEEP R. TUNGARE                      Director                                                  August 17, 2001
------------------------------------
Sandeep R. Tungare

                                            Vice Chairman and Director                                August 17, 2001
-----------------------------------
Romesh T. Wadhwani
</Table>

                                       7
<PAGE>   8

                                  EXHIBIT INDEX

<Table>
<Caption>
EXHIBIT
NUMBER            DESCRIPTION
-------           -----------

<S>               <C>
4                 Instruments Defining the Rights of Stockholders. Reference is
                  made to Registrant's Registration Statement No. 00-28030 on
                  Form 8-A, which is incorporated herein by reference pursuant
                  to Item 3(d) to this Registration Statement.

5                 Opinion and Consent of Brobeck, Phleger & Harrison LLP.

23.1              Consent of Arthur Andersen LLP (Dallas).

23.2              Consent of Brobeck, Phleger & Harrison LLP is contained in
                  Exhibit 5.

23.3              Consent of Ernst & Young LLP.

23.4              Consent of KPMG LLP.

23.5              Consent of Arthur Andersen LLP (San Jose).

23.6              Consent of Arthur Andersen LLP (Denver).


24                Power of Attorney. Reference is made to page 6 of this
                  Registration Statement.

99.1              i2 Technologies, Inc. 2001 Non-Officer Stock Option/Stock
                  Issuance Plan
</Table>

                                       8
[{"type": "S-8", "sequence": "1", "filename": "d90020s-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 23731}]
{"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": "333-67868", "film-number": "1718284"}, "business-address": {"street1": "ONE 12 PLACE", "street2": "11701 LUNA RD", "city": "DALLAS", "state": "TX", "zip": "75234", "phone": "4643571000"}, "mail-address": {"street1": "ONE 12 PLACE", "street2": "11701 LUNA RD", "city": "DALLAS", "state": "TX", "zip": "75234"}}
1

    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 17, 2001

                                                  REGISTRATION NO. 333-_________
================================================================================

                UNITED STATES 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 of             (I.R.S. Employer Identification No.)
 incorporation or organization)

   ONE i2 PLACE
  11701 LUNA ROAD
   DALLAS, TEXAS                                           75234
(Address of principal                                    (Zip code)
 executive offices)

     i2 TECHNOLOGIES, INC. 2001 NON-OFFICER STOCK OPTION/STOCK ISSUANCE PLAN
                            (Full title of the Plan)

                                   ----------

                               WILLIAM M. BEECHER
              EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
                              i2 TECHNOLOGIES, INC.
                                  ONE i2 PLACE
                                 11701 LUNA ROAD
                               DALLAS, TEXAS 75234
                                 (469) 357-1000
            (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          Amount of
Securities to be     Amount to be    Offering Price        Aggregate        Registration
   Registered       Registered(1)     per Share(2)     Offering Price(2)        Fee
----------------    -------------    --------------    -----------------    ------------
i2 Technologies, Inc. 2001 Non-Officer Stock Option/Stock Issuance Plan
Common Stock, $0.00025 par value

                  20,000,000 shares      $8.21          $164,200,000.00      $41,050.00
(1)  This Registration Statement shall also cover any additional shares of
     Common Stock which become issuable under the i2 Technologies, Inc. 2001
     Non-Officer Stock Option/Stock Issuance Plan by reason of any stock
     dividend, stock split, recapitalization or other similar transaction
     effected without the Registrant's receipt of consideration which results in
     an increase in the number of the outstanding shares of the Registrant's
     Common Stock.

(2)  Calculated solely for purposes of this offering under Rule 457(h) of the
     Securities Act of 1933, as amended (the "1933 Act"), on the basis of the
     average of the high and low selling prices per share of Common Stock of i2
     Technologies, Inc. on August 15, 2001, 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 Annual Report on Form 10-K for the fiscal year ended
          December 31, 2000, filed with the SEC on March 29, 2001, pursuant to
          Section 13 of the Securities Exchange Act of 1934, as amended (the
          "1934 Act"), as amended by Form 10-K/A filed with the SEC on August 7,
          2001;

     (b)  The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
          ended June 30, 2001, filed with the SEC on August 14, 2001;

     (c)  The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
          ended March 31, 2001, filed with the SEC on May 4, 2001, as amended by
          Form 10-Q/A filed with the SEC on August 7, 2001;

     (d)  The Registrant's Current Reports on Form 8-K filed with the SEC on
          April 4, 2001, April 19, 2001, July 3, 2001 and July 19, 2001;

     (e)  The financial statements of SupplyBase, Inc. as of December 31, 1999
          and 1998 and for each of the years in the three-year period ended
          December 31, 1999, as contained in the Registrant's Amendment No. 1 to
          the Registration Statement on Form S-4 (Reg. No. 333-60128);

     (f)  The Registrant's unaudited pro forma combined financial statements of
          the three-month period ended March 31, 2000, contained in the
          Registrant's Amendment No. 1 to the Registration Statement on Form S-4
          (Reg. No. 333-60128);

     (g)  The financial statements of Aspect Development, Inc. contained in
          Aspect's Annual Report on Form 10-K (File No. 0-20749) for the year
          ended December 31, 1999;

     (h)  The financial statements of Aspect Development, Inc. contained in
          Aspect's Quarterly Report on Form 10-Q (File No. 0-20749) for the
          quarter ended March 31, 2000; and

     (i)  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 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.

                                       2
3

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 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

                                       3
4
     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 Eleven of the Registrant's Restated Certificate of Incorporation
     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 Amended and Restated 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
     executive officers. The Registrant maintains officers' and directors'
     liability insurance.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

     Not Applicable.

ITEM 8. EXHIBITS

EXHIBIT
NUMBER     DESCRIPTION

4          Instruments Defining the Rights of Stockholders. Reference is made to
           Registrant's Registration Statement No. 00-28030 on Form 8-A, which
           is incorporated herein by reference pursuant to Item 3(d) to this
           Registration Statement.

5          Opinion and Consent of Brobeck, Phleger & Harrison LLP.

23.1       Consent of Arthur Andersen LLP (Dallas).

23.2       Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.

23.3       Consent of Ernst & Young LLP.

23.4       Consent of KPMG LLP.

23.5       Consent of Arthur Andersen LLP (San Jose).

23.6       Consent of Arthur Andersen LLP (Denver).

24         Power of Attorney. Reference is made to page 6 of this Registration
           Statement.

99.1       i2 Technologies, Inc. 2001 Non-Officer Stock Option/Stock Issuance
           Plan

                                       4
5

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
     of the i2 Technologies, Inc. 2001 Non-Officer Stock Option/Stock Issuance
     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 indemnification provisions summarized above in
     item 6, 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.

                                       5
6

                                   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 17th day of
August 2001.

                                       i2 TECHNOLOGIES, INC.

                                       By: /s/ WILLIAM M. BEECHER
                                           ----------------------------
                                           William M. Beecher
                                           Executive Vice President and
                                           Chief Financial Officer

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

     That the undersigned officers and directors of i2 Technologies, Inc., a
     Delaware corporation, do hereby constitute and appoint Gregory A. Brady and
     William M. Beecher 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.

                                       6
7
Signature                                                 Title                                            Date
---------                                                 -----                                            ----
/s/ GREGORY A. BRADY                        Chief Executive Officer, President
------------------------------------        and Director
Gregory A. Brady                            (Principal Executive Officer)                             August 17, 2001

/s/ WILLIAM M. BEECHER                      Executive Vice President and
------------------------------------        Chief Financial Officer
William M. Beecher                          (Principal Financial Officer)                             August 17, 2001

/s/ DAVID C. BECKER                         Senior Vice President - Finance
------------------------------------        and Accounting
David C. Becker                             (Principal Accounting Officer)                            August 17, 2001

/s/ SANJIV S. SIDHU                         Chairman of the Board                                     August 17, 2001
------------------------------------
Sanjiv S. Sidhu

/s/ HARVEY B. CASH                          Director                                                  August 17, 2001
------------------------------------
Harvey B. Cash

                                            Director                                                  August 17, 2001
------------------------------------
Robert L. Crandall

/s/ KENNETH L. LAY                          Director                                                  August 17, 2001
------------------------------------
Kenneth L. Lay

/s/ SANDEEP R. TUNGARE                      Director                                                  August 17, 2001
------------------------------------
Sandeep R. Tungare

                                            Vice Chairman and Director                                August 17, 2001
-----------------------------------
Romesh T. Wadhwani
7
8

                                  EXHIBIT INDEX
EXHIBIT
NUMBER            DESCRIPTION
-------           -----------
4                 Instruments Defining the Rights of Stockholders. Reference is
                  made to Registrant's Registration Statement No. 00-28030 on
                  Form 8-A, which is incorporated herein by reference pursuant
                  to Item 3(d) to this Registration Statement.

5                 Opinion and Consent of Brobeck, Phleger & Harrison LLP.

23.1              Consent of Arthur Andersen LLP (Dallas).

23.2              Consent of Brobeck, Phleger & Harrison LLP is contained in
                  Exhibit 5.

23.3              Consent of Ernst & Young LLP.

23.4              Consent of KPMG LLP.

23.5              Consent of Arthur Andersen LLP (San Jose).

23.6              Consent of Arthur Andersen LLP (Denver).

24                Power of Attorney. Reference is made to page 6 of this
                  Registration Statement.

99.1              i2 Technologies, Inc. 2001 Non-Officer Stock Option/Stock
                  Issuance Plan
8