<PAGE>   1
      As filed with the Securities and Exchange Commission on May 13, 1997
                                                  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)


                   INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the Plan)


                                  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>              <C>   
Common Stock, $0.00025 par value      100,000 shares     $42.125        $4,212,500       $1,277
</TABLE>



(1)      This Registration Statement shall also cover any additional shares of
         Common Stock which become issuable under the International 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 8, 1997, 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, 1996, filed with the SEC on February
                  4, 1997; 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 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 


<PAGE>   3

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.

         The Registrant maintains $15,000,000 of officers' and directors'
liability insurance.

Item 7.  Exemption from Registration Claimed

         Not Applicable.


Item 8.  Exhibits

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

    <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(b).
     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              International Employee Stock Purchase Plan.
    99.2              Form of Enrollment/Change Form.
    99.3              Form of Stock Purchase Agreement.
</TABLE>


                                      II-2.

<PAGE>   4


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
International 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 9th day
of May 1997.

                                             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 Delaware 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 9, 1997
---------------------------     
Sanjiv S. Sidhu                             and Chief Executive Officer
                                            (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 9, 1997
-----------------------------                         
Kanna N. Sharma                             Executive Vice President and
                                            Secretary




/s/ David F. Cary                           Vice President and Chief                 May 9, 1997
-----------------------------
David F. Cary                               Financial Officer
                                            (Principal Financial and
                                            Accounting Officer)




/s/ Harvey B. Cash                          Director                                 May 9, 1997
-----------------------------
Harvey B. Cash





/s/ Thomas J. Meredith                      Director                                 May 9, 1997
-----------------------------
Thomas J. Meredith
</TABLE>


                                      II-5.

<PAGE>   7



                                           EXHIBIT INDEX
                                           -------------


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

    <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(b).
     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              International Employee Stock Purchase Plan.
    99.2              Form of Enrollment/Change Form.
    99.3              Form of Stock Purchase Agreement.
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21182}]
{"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": "333-27009", "film-number": "97602865"}, "business-address": {"street1": "909 E LAS COLINAS BLVD", "street2": "16TH FL", "city": "IRVING", "state": "TX", "zip": "75039", "phone": "2148606000"}, "mail-address": {"street1": "909 E LAS COLINAS BLVD", "street2": "16TH FLOOR", "city": "IRVING", "state": "TX", "zip": "75039"}}
1
      As filed with the Securities and Exchange Commission on May 13, 1997
                                                  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)

                   INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the Plan)

                                  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
           ----------               -------------      ------------      --------          ---
Common Stock, $0.00025 par value      100,000 shares     $42.125        $4,212,500       $1,277
(1)      This Registration Statement shall also cover any additional shares of
         Common Stock which become issuable under the International 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 8, 1997, 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, 1996, filed with the SEC on February
                  4, 1997; 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 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
3

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.

         The Registrant maintains $15,000,000 of officers' and directors'
liability insurance.

Item 7.  Exemption from Registration Claimed

         Not Applicable.

Item 8.  Exhibits
Number            Exhibit
    ------            -------
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(b).
     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              International Employee Stock Purchase Plan.
    99.2              Form of Enrollment/Change Form.
    99.3              Form of Stock Purchase Agreement.
II-2.
4

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
International 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 9th day
of May 1997.

                                             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 Delaware 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 9, 1997
---------------------------     
Sanjiv S. Sidhu                             and Chief Executive Officer
                                            (Principal Executive Officer)
II-4.
6
Signature                                   Title                                       Date
---------                                   -----                                       ----
/s/ Kanna N. Sharma                         Vice Chairman of the Board,              May 9, 1997
-----------------------------                         
Kanna N. Sharma                             Executive Vice President and
                                            Secretary

/s/ David F. Cary                           Vice President and Chief                 May 9, 1997
-----------------------------
David F. Cary                               Financial Officer
                                            (Principal Financial and
                                            Accounting Officer)

/s/ Harvey B. Cash                          Director                                 May 9, 1997
-----------------------------
Harvey B. Cash

/s/ Thomas J. Meredith                      Director                                 May 9, 1997
-----------------------------
Thomas J. Meredith
II-5.
7

                                           EXHIBIT INDEX
                                           -------------
Number            Exhibit
    ------            -------
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(b).
     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              International Employee Stock Purchase Plan.
    99.2              Form of Enrollment/Change Form.
    99.3              Form of Stock Purchase Agreement.