content: <PAGE>
  
                        SECURITIES AND EXCHANGE COMMISSION
                              Washington, D. C. 20549
  
  
                                     FORM 8-K
  
  
                      Pursuant to Section 13 or 15(d) of the
                          Securities Exchange Act of 1934
  
         Date of Report (Date of earliest event reported): March 12, 2000
  
                             ASPECT DEVELOPMENT, INC.
              (Exact name of registrant as specified in its charter)
  
                                     Delaware
                  (State or other jurisdiction of incorporation)
  
         0-20749                                          25-1622857
   (Commission File No.)                        (IRS Employer Identification No.)
  
  
                               1395 Charleston Road
                              Mountain View, CA 94043
               (Address of principal executive offices and zip code)
  
        Registrant's telephone number, including area code: (650) 428-2700
  
                                  ______________
  <PAGE>
  
  Item 5.  Other Events
  
       This Current Report on Form 8-K contains forward-looking statements within
  the meaning of Section 27A of the Securities Act of 1933, as amended, and
  Section 21E of the Securities Exchange Act of 1934, as amended. The forward-
  looking statements contained herein involve risks and uncertainties, including
  those relating to the possible inability to complete the merger transaction
  involving Aspect Development, Inc., a Delaware corporation ("Aspect"), and i2
  Technologies, Inc., a Delaware corporation ("i2"), as scheduled, or at all, and
  those associated with the ability of the combined company to achieve the
  anticipated benefits of the merger. Actual results and developments may differ
  materially from those described or incorporated by reference in this Report. For
  more information about Aspect and risks arising when investing in Aspect,
  investors are directed to Aspect's most recent report on Form 10-K as filed with
  the Securities and Exchange Commission.
  
       On March 13, 2000, Aspect announced that it entered into a definitive
  merger agreement with i2. The definitive merger agreement contemplates that,
  subject to the satisfaction of certain conditions contained therein, including
  the approval of the merger referred to therein by the stockholders of Aspect and
  i2 and the expiration or early termination of the waiting period under the Hart-
  Scott-Rodino Antitrust Improvements Act of 1976, as amended, i2 would acquire
  Aspect in a stock-for-stock transaction. Upon consummation of the merger, i2
  will issue or reserve for issuance approximately 44.9 million shares of its
  common stock for all of the outstanding equity securities of Aspect.
  
       Aspect's press release, dated March 13, 2000, entitled "i2, Aspect
  Development Announce Largest Merger in History of Software Industry" is attached
  hereto as Exhibit 99.1.
  
       In connection with the execution of the merger agreement, Aspect amended
  its stockholders' rights plan to provide, among other things, that no person or
  entity would be considered to be an "acquiring person" thereunder by reason of
  any transaction contemplated by the merger agreement. Aspect's amended rights
  agreement, dated March 12, 2000, entitled is attached hereto as Exhibit 99.2.
  
  Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits
  
  (c)  Exhibits
  
       Exhibit
       Number         Description
       ------         -----------
  
       99.1           Press Release dated March 13, 2000.
       99.2           Amendment to Rights Agreement Between Aspect Development,
                      Inc. and U.S. Stock Transfer Corporation, dated March 12,
                      2000.
  
                                         2
  <PAGE>
  
                                    SIGNATURES
  
       Pursuant to the requirements of the Securities Exchange Act of 1934, the
  Registrant has duly caused this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
                              ASPECT DEVELOPMENT, INC.
  
  
  Dated: March 16, 2000          By: /s/ DAVID S. DURY
                                 ---------------------
                                 David S. Dury
                                 Vice President and Chief Financial Officer
  
                                         3
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text: SECURITIES AND EXCHANGE COMMISSION
                              Washington, D. C. 20549
  
                                     FORM 8-K
  
                      Pursuant to Section 13 or 15(d) of the
                          Securities Exchange Act of 1934
  
         Date of Report (Date of earliest event reported): March 12, 2000
  
                             ASPECT DEVELOPMENT, INC.
              (Exact name of registrant as specified in its charter)
  
                                     Delaware
                  (State or other jurisdiction of incorporation)
  
         0-20749                                          25-1622857
   (Commission File No.)                        (IRS Employer Identification No.)
  
                               1395 Charleston Road
                              Mountain View, CA 94043
               (Address of principal executive offices and zip code)
  
        Registrant's telephone number, including area code: (650) 428-2700
  
                                  ______________
  Item 5.  Other Events
  
       This Current Report on Form 8-K contains forward-looking statements within
  the meaning of Section 27A of the Securities Act of 1933, as amended, and
  Section 21E of the Securities Exchange Act of 1934, as amended. The forward-
  looking statements contained herein involve risks and uncertainties, including
  those relating to the possible inability to complete the merger transaction
  involving Aspect Development, Inc., a Delaware corporation ("Aspect"), and i2
  Technologies, Inc., a Delaware corporation ("i2"), as scheduled, or at all, and
  those associated with the ability of the combined company to achieve the
  anticipated benefits of the merger. Actual results and developments may differ
  materially from those described or incorporated by reference in this Report. For
  more information about Aspect and risks arising when investing in Aspect,
  investors are directed to Aspect's most recent report on Form 10-K as filed with
  the Securities and Exchange Commission.
  
       On March 13, 2000, Aspect announced that it entered into a definitive
  merger agreement with i2. The definitive merger agreement contemplates that,
  subject to the satisfaction of certain conditions contained therein, including
  the approval of the merger referred to therein by the stockholders of Aspect and
  i2 and the expiration or early termination of the waiting period under the Hart-
  Scott-Rodino Antitrust Improvements Act of 1976, as amended, i2 would acquire
  Aspect in a stock-for-stock transaction. Upon consummation of the merger, i2
  will issue or reserve for issuance approximately 44.9 million shares of its
  common stock for all of the outstanding equity securities of Aspect.
  
       Aspect's press release, dated March 13, 2000, entitled "i2, Aspect
  Development Announce Largest Merger in History of Software Industry" is attached
  hereto as Exhibit 99.1.
  
       In connection with the execution of the merger agreement, Aspect amended
  its stockholders' rights plan to provide, among other things, that no person or
  entity would be considered to be an "acquiring person" thereunder by reason of
  any transaction contemplated by the merger agreement. Aspect's amended rights
  agreement, dated March 12, 2000, entitled is attached hereto as Exhibit 99.2.
  
  Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits
  
  (c)  Exhibits
  
       Exhibit
       Number         Description
       ------         -----------
  
       99.1           Press Release dated March 13, 2000.
       99.2           Amendment to Rights Agreement Between Aspect Development,
                      Inc. and U.S. Stock Transfer Corporation, dated March 12,
                      2000.
  
                                         2
  SIGNATURES
  
       Pursuant to the requirements of the Securities Exchange Act of 1934, the
  Registrant has duly caused this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
                              ASPECT DEVELOPMENT, INC.
  
  Dated: March 16, 2000          By: /s/ DAVID S. DURY
                                 ---------------------
                                 David S. Dury
                                 Vice President and Chief Financial Officer
  
                                         3