<PAGE>

      As filed with the Securities and Exchange Commission on June 3, 2002.

                                                      Registration No. _________

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

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

                        THE DESCARTES SYSTEMS GROUP INC.
             (Exact name of registrant as specified in its charter)

          Ontario, Canada                                       N/A
(State or other jurisdiction of                         (I.R.S. Employer
 incorporation or organization)                         Identification No.)
                                120 Randall Drive
                                Waterloo, Ontario
                                  Canada N2V1C6
                                 (519) 746-8110
               (Address of Principal Executive Offices) (Zip Code)

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

         [The plans being registered hereunder are listed on Exhibit 4.1
                     on the Exhibit Index set forth herein]
                            (Full title of the plan)

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

                              Puglisi & Associates
                               850 Library Avenue
                                    Suite 204
                             Newark, Delaware 19715
                                 (302) 738-6680
           (Name and address including zip code and telephone number,
                   including area code, of agent for service)

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

                                    Copy to:

                              Kevin M. Barry, Esq.
                         TESTA, HURWITZ & THIBEAULT, LLP
                       High Street Tower, 125 High Street
                           Boston, Massachusetts 02110
                                 (617) 248-7000

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


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

<PAGE>
                                       -2-




                         CALCULATION OF REGISTRATION FEE
================================================================================

<TABLE>

                                                 Proposed     Proposed
                                                  Maximum      Maximum
                                     Amount      Offering     Aggregate      Amount of
Title of Securities                   to be      Price Per    Offering      Registration
to be Registered                   Registered      Share        Price           Fee
-------------------------------------------------------------------------------------------
<S>                               <C>           <C>        <C>            <C>
Common Shares (without par value)     22,400     $ 25.29(1)  $  566,496.00     $ 52.12
Common Shares (without par value)     99,750     $ 19.31     $1,926,172.50     $177.21
Common Shares (without par value)        250     $  6.32     $    1,580.00     $  0.15
                                                                             ---------
Total:                                                                         $229.48
</TABLE>
--------------------------------------------------------------------------------
(1)  All such shares are issuable upon exercise of outstanding options with
     fixed exercise prices. Pursuant to Regulation C, Rule 457(h)(1) under the
     Securities Act of 1933, as amended, the aggregate offering price and the
     fee have been computed upon the basis of the price at which the options may
     be exercised.

<PAGE>
                                       -3-


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
         ---------------------------------------

         The following documents filed by the Registrant with the Commission
pursuant to the Securities Exchange Act of 1934 (the "Exchange Act"), are
incorporated in this Registration Statement by reference as of their respective
dates:

         (a) The Registrant's Annual Information Form and Annual Report for the
fiscal year ended January 31, 2001, as filed with the Commission on Form 40-F,
which contains audited financial statements for the fiscal year ended January
31, 2001.

         (b) All other documents filed by the Registrant pursuant to Section
13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by
the document referred to in (a) above.

         (c) The section entitled "Description of Registrant's Securities to be
Registered," contained in the Registrant's Registration Statement on Form 8-A,
filed on December 31, 1998 pursuant to Section 12(b) of the Exchange Act.

         All documents subsequently filed with the Commission by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered herein have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in 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 in this Registration Statement shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is, or 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.
         --------------------------------------

         As of May 24, 2002, partners and associates of Blake, Cassels & Graydon
LLP owned beneficially, directly and indirectly, less than 1% of the Company's
Common Shares. Chris Hewat, a partner in Blake, Cassels & Graydon LLP, is a
director of the Company.

Item 6.  Indemnification of Directors and Officers.
         -----------------------------------------

         Under the Business Corporations Act (Ontario) (the "OBCA"), the Company
may indemnify a present or former director or officer of the Company or a person
who acts or acted at the Company's request as a director or officer of another
Company which the Company is or was a stockholder or creditor, and his or her
heirs and legal representatives, against all costs, charges and expenses,
including an amount to settle an action or satisfy a judgment, reasonably
incurred by him or her in respect of any civil, criminal or administrative
action or proceeding to which he or she is made a party by reason of

<PAGE>
                                       -4-


being or having been a director of officer of the Company or such other Company
and provided that the director or officer acted honestly and in good faith with
a view to the best interests of the Company and, in the case of criminal or
administrative action or proceeding that is enforced by a monetary penalty, had
reasonable grounds for believing that his or her conduct was lawful. Such
indemnification may be made in connection with a derivative action only with
court approval. A director or officer is entitled to indemnification from the
Company as a matter or right if he or she was substantially successful on the
merits of his or her defense of the action or proceeding and fulfilled the
conditions set forth above.

         The By-Laws of the Company provide that, subject to the limitations
contained in the OBCA, every director and every officer of the Company and every
other person who has undertaken or is about to undertake any liability on behalf
of the Company or any body corporate controlled by it and his heirs, executors,
administrators and other legal personal representatives shall, from time to
time, be indemnified and saved harmless by the Company from and against: (a) any
liability and all costs, charges and expenses that he sustains or incurs in
respect of any action, suit or proceeding that is proposed or commenced against
him for or in respect of anything done or permitted by him in respect of the
execution of the duties of his office; and (b) all other costs, charges and
expenses that he sustains or incurs in respect of the affairs of the Company.

         A directors' and officers' liability insurance policy is maintained by
the Company, which insures directors and officers for losses as a result of
certain claims against the directors and officers of the Company in their
capacity as directors and officers and also reimburses the Company for payments
made pursuant to the indemnity provisions under the OBCA and the By-Laws of the
Company.

Item 7.  Exemption From Registration Claimed.
         -----------------------------------

         Not applicable.

Item 8.  Exhibits.
         --------

         Exhibit No.        Description of Exhibit
         -----------        ----------------------
         Exhibit 4.1        List of Option Agreements.

         Exhibit 4.2        Terms and Conditions of Stock Option Grant with form
                            of Option Agreement attached thereto.

         Exhibit 4.3        List of material details in which option agreements
                            differ.

         Exhibit 5.1        Opinion of Blake, Cassels & Graydon LLP
                            (filed herewith).

         Exhibit 23.1       Consent of Blake, Cassels & Graydon LLP (contained
                            in Exhibit 5.1).

         Exhibit 23.2       Consent of Deloitte & Touche LLP (filed herewith).

         Exhibit 24.1       Power of Attorney (included as part of the signature
                            page to this Registration Statement).

Item 9.  Undertakings.
         ------------

         (a)      The undersigned Registrant hereby undertakes:

<PAGE>
                                       -5-





                  (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 Securities Act
                                    of 1933;

                           (ii)     To reflect in the prospectus any facts or
                                    events arising after the effective date of
                                    the 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 the Registration
                                    Statement;

                           (iii)    To include any material information with
                                    respect to the plan of distribution not
                                    previously disclosed in the Registration
                                    Statement or any material change to such
                                    information in the Registration Statement.

                  (2)      That, for the purpose of determining any liability
                           under the Securities Act of 1933, each such
                           post-effective amendment shall be deemed to be a new
                           registration statement relating to the securities
                           offered therein, and the offering of such securities
                           at that time shall be deemed to be the initial bona
                           fide offering thereof.

                  (3)      To remove from registration by means of a
                           post-effective amendment any of the securities being
                           registered which remain unsold at the termination of
                           the offering.

         (b)      The undersigned Registrant hereby undertakes that, for
                  purposes of determining any liability under the Securities Act
                  of 1933, each filing of the Registrant's annual report
                  pursuant to Section 13(a) or Section 15(d) of the Securities
                  Exchange Act of 1934 (and, where applicable, each filing of an
                  employee benefit plan's annual report pursuant to Section
                  15(d) of the Securities Exchange Act of 1934) that is
                  incorporated by reference in the Registration Statement shall
                  be deemed to be a new registration statement relating to the
                  securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

         (c)      Insofar as indemnification for liabilities arising under the
                  Securities Act of 1933 may be permitted to directors, officers
                  and controlling persons of the Registrant pursuant to the
                  foregoing provisions, or otherwise, the Registrant has been
                  advised that in the opinion of the Securities and Exchange
                  Commission such indemnification is against public policy as
                  expressed in the Act and is, therefore, unenforceable. In
                  the event that a claim for indemnification against such
                  liabilities (other than the payment by the Registrant of
                  expenses incurred or paid by a director, officer or
                  controlling person of the Registrant in the successful
                  defense of any action, suit or proceeding) is asserted by
                  such director, officer or controlling person in connection
                  with the securities being registered, the Registrant will,
                  unless in the opinion of its counsel the matter has been
                  settled by controlling precedent, submit to a court of
                  appropriate jurisdiction the question whether such
                  indemnification by it is against public policy as expressed
                  in the Act and will be governed by the final adjudication of
                  such issue.

<PAGE>
                                       -6-






                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant, The Descartes Systems Group Inc., 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 Waterloo, Ontario,
Canada on May 31, 2002.

                                                THE DESCARTES SYSTEMS GROUP INC.


                                                By: /S/ Peter J. Schwartz
                                                    ---------------------------
                                                    Peter J. Schwartz
                                                    Co-Chief Executive Officer
                                                    and Chairman of the Board

                                                PUGLISI & ASSOCIATES
                                                Authorized U.S. Representative

                                                By: /S/ Donald J. Puglisi
                                                   ----------------------------
                                                Name:    Donald J. Puglisi
                                                Title:   Managing Director

         Each person who is an officer or director of The Descartes Systems
Group Inc. and whose signature appears on this Registration Statement on Form
S-8 shall not be deemed to have conferred upon the agent for service any
authority to exercise the powers enumerated under rule 478 of the Securities Act
of 1933, as amended.

                        POWER OF ATTORNEY AND SIGNATURES

         We, the undersigned officers and directors of The Descartes Systems
Group Inc., hereby severally constitute and appoint Peter Schwartz and Paul
Laufert and each of them singly, our true and lawful attorneys, with full power
to them and each of them singly, to sign for us in our names in the capacities
indicated below, all pre-effective and post-effective amendments to this
Registration Statement, as well as any registration statement filed pursuant to
Rule 462(b) of the Securities Act of 1933, as amended, and generally to do all
things in our names and on our behalf in such capacities to enable The Descartes
Systems Group Inc. to comply with the provisions of the Securities Act of 1933,
as amended, and all requirements of the United States Securities and Exchange
Commission.

<PAGE>
                                       -7-


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


                    Signatures                                    Title(s)                          Date
                    ----------                                    --------                          ----
<S>                                             <C>                                        <C>
/S/ Peter J. Schwartz                               Chairman of the Board, Co-Chief             May 31, 2002
------------------------------------------          Executive Officer (Principal
Peter J. Schwartz                                   Executive Officer) and Director

/S/ Manuel Pietra                                   Co-Chief Executive Officer and              May 31, 2002
------------------------------------------          President (Principal Executive
Manuel Pietra                                       Officer)

/S/ Colley Clarke                                   Executive Vice-President, Finance           May 31, 2002
------------------------------------------          and Chief Financial Officer
Colley Clarke                                       (Principal Financial and Accounting
                                                    Officer)

/S/ John L. Albright                                Director                                    May 31, 2002
------------------------------------------
John L. Albright

/S/ Chris Hewat                                     Director                                    May 31, 2002
------------------------------------------
Chris Hewat

Puglisi & Associates                                Authorized United States                    May 31, 2002
                                                    Representative

By: /S/ Donald J. Puglisi
    -------------------------
    Name:  Donald J. Puglisi
    Title: Managing Director

</TABLE>

<PAGE>
                                       -8-


                                  Exhibit Index
                                  -------------

     Exhibit No.                          Description of Exhibit
     -----------                          ----------------------

         4.1            List of Option Agreements

         4.2            Terms and Conditions of Stock Option Grant with form of
                        Option Agreement attached thereto

         4.3            List of material details in which option agreements
                        differ

         5.1            Opinion of Blake, Cassels & Graydon LLP

         23.1           Consent of Blake, Cassels & Graydon LLP (contained in
                        Exhibit 5.1)

         23.2           Consent of Deloitte & Touche LLP

         24.1           Power of Attorney (included as part of the signature
                        page to this Registration Statement)
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "FORM S-8", "secsgml_size_bytes": 20903}]
{"company-data": {"conformed-name": "DESCARTES SYSTEMS GROUP INC", "cik": "0001050140", "assigned-sic": "7372", "irs-number": "000000000", "state-of-incorporation": "A6", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-89694", "film-number": "02669145"}, "business-address": {"street1": "120 RANDALL ST", "city": "WATERLOO ONTARIO CAN", "state": "A6", "phone": "5197468110"}, "mail-address": {"street1": "120 RANDALL DRIVE", "street2": "WATERLOO, ONTARIO, CANADA N2V 1C6"}}
As filed with the Securities and Exchange Commission on June 3, 2002.

                                                      Registration No. _________

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

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

                        THE DESCARTES SYSTEMS GROUP INC.
             (Exact name of registrant as specified in its charter)

          Ontario, Canada                                       N/A
(State or other jurisdiction of                         (I.R.S. Employer
 incorporation or organization)                         Identification No.)
                                120 Randall Drive
                                Waterloo, Ontario
                                  Canada N2V1C6
                                 (519) 746-8110
               (Address of Principal Executive Offices) (Zip Code)

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

         [The plans being registered hereunder are listed on Exhibit 4.1
                     on the Exhibit Index set forth herein]
                            (Full title of the plan)

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

                              Puglisi & Associates
                               850 Library Avenue
                                    Suite 204
                             Newark, Delaware 19715
                                 (302) 738-6680
           (Name and address including zip code and telephone number,
                   including area code, of agent for service)

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

                                    Copy to:

                              Kevin M. Barry, Esq.
                         TESTA, HURWITZ & THIBEAULT, LLP
                       High Street Tower, 125 High Street
                           Boston, Massachusetts 02110
                                 (617) 248-7000

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

================================================================================
-2-

                         CALCULATION OF REGISTRATION FEE
================================================================================

                                                 Proposed     Proposed
                                                  Maximum      Maximum
                                     Amount      Offering     Aggregate      Amount of
Title of Securities                   to be      Price Per    Offering      Registration
to be Registered                   Registered      Share        Price           Fee
-------------------------------------------------------------------------------------------
Common Shares (without par value)     22,400     $ 25.29(1)  $  566,496.00     $ 52.12
Common Shares (without par value)     99,750     $ 19.31     $1,926,172.50     $177.21
Common Shares (without par value)        250     $  6.32     $    1,580.00     $  0.15
                                                                             ---------
Total:                                                                         $229.48
--------------------------------------------------------------------------------
(1)  All such shares are issuable upon exercise of outstanding options with
     fixed exercise prices. Pursuant to Regulation C, Rule 457(h)(1) under the
     Securities Act of 1933, as amended, the aggregate offering price and the
     fee have been computed upon the basis of the price at which the options may
     be exercised.
-3-

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
         ---------------------------------------

         The following documents filed by the Registrant with the Commission
pursuant to the Securities Exchange Act of 1934 (the "Exchange Act"), are
incorporated in this Registration Statement by reference as of their respective
dates:

         (a) The Registrant's Annual Information Form and Annual Report for the
fiscal year ended January 31, 2001, as filed with the Commission on Form 40-F,
which contains audited financial statements for the fiscal year ended January
31, 2001.

         (b) All other documents filed by the Registrant pursuant to Section
13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by
the document referred to in (a) above.

         (c) The section entitled "Description of Registrant's Securities to be
Registered," contained in the Registrant's Registration Statement on Form 8-A,
filed on December 31, 1998 pursuant to Section 12(b) of the Exchange Act.

         All documents subsequently filed with the Commission by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered herein have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in 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 in this Registration Statement shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is, or 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.
         --------------------------------------

         As of May 24, 2002, partners and associates of Blake, Cassels & Graydon
LLP owned beneficially, directly and indirectly, less than 1% of the Company's
Common Shares. Chris Hewat, a partner in Blake, Cassels & Graydon LLP, is a
director of the Company.

Item 6.  Indemnification of Directors and Officers.
         -----------------------------------------

         Under the Business Corporations Act (Ontario) (the "OBCA"), the Company
may indemnify a present or former director or officer of the Company or a person
who acts or acted at the Company's request as a director or officer of another
Company which the Company is or was a stockholder or creditor, and his or her
heirs and legal representatives, against all costs, charges and expenses,
including an amount to settle an action or satisfy a judgment, reasonably
incurred by him or her in respect of any civil, criminal or administrative
action or proceeding to which he or she is made a party by reason of
-4-

being or having been a director of officer of the Company or such other Company
and provided that the director or officer acted honestly and in good faith with
a view to the best interests of the Company and, in the case of criminal or
administrative action or proceeding that is enforced by a monetary penalty, had
reasonable grounds for believing that his or her conduct was lawful. Such
indemnification may be made in connection with a derivative action only with
court approval. A director or officer is entitled to indemnification from the
Company as a matter or right if he or she was substantially successful on the
merits of his or her defense of the action or proceeding and fulfilled the
conditions set forth above.

         The By-Laws of the Company provide that, subject to the limitations
contained in the OBCA, every director and every officer of the Company and every
other person who has undertaken or is about to undertake any liability on behalf
of the Company or any body corporate controlled by it and his heirs, executors,
administrators and other legal personal representatives shall, from time to
time, be indemnified and saved harmless by the Company from and against: (a) any
liability and all costs, charges and expenses that he sustains or incurs in
respect of any action, suit or proceeding that is proposed or commenced against
him for or in respect of anything done or permitted by him in respect of the
execution of the duties of his office; and (b) all other costs, charges and
expenses that he sustains or incurs in respect of the affairs of the Company.

         A directors' and officers' liability insurance policy is maintained by
the Company, which insures directors and officers for losses as a result of
certain claims against the directors and officers of the Company in their
capacity as directors and officers and also reimburses the Company for payments
made pursuant to the indemnity provisions under the OBCA and the By-Laws of the
Company.

Item 7.  Exemption From Registration Claimed.
         -----------------------------------

         Not applicable.

Item 8.  Exhibits.
         --------

         Exhibit No.        Description of Exhibit
         -----------        ----------------------
         Exhibit 4.1        List of Option Agreements.

         Exhibit 4.2        Terms and Conditions of Stock Option Grant with form
                            of Option Agreement attached thereto.

         Exhibit 4.3        List of material details in which option agreements
                            differ.

         Exhibit 5.1        Opinion of Blake, Cassels & Graydon LLP
                            (filed herewith).

         Exhibit 23.1       Consent of Blake, Cassels & Graydon LLP (contained
                            in Exhibit 5.1).

         Exhibit 23.2       Consent of Deloitte & Touche LLP (filed herewith).

         Exhibit 24.1       Power of Attorney (included as part of the signature
                            page to this Registration Statement).

Item 9.  Undertakings.
         ------------

         (a)      The undersigned Registrant hereby undertakes:
-5-

                  (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 Securities Act
                                    of 1933;

                           (ii)     To reflect in the prospectus any facts or
                                    events arising after the effective date of
                                    the 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 the Registration
                                    Statement;

                           (iii)    To include any material information with
                                    respect to the plan of distribution not
                                    previously disclosed in the Registration
                                    Statement or any material change to such
                                    information in the Registration Statement.

                  (2)      That, for the purpose of determining any liability
                           under the Securities Act of 1933, each such
                           post-effective amendment shall be deemed to be a new
                           registration statement relating to the securities
                           offered therein, and the offering of such securities
                           at that time shall be deemed to be the initial bona
                           fide offering thereof.

                  (3)      To remove from registration by means of a
                           post-effective amendment any of the securities being
                           registered which remain unsold at the termination of
                           the offering.

         (b)      The undersigned Registrant hereby undertakes that, for
                  purposes of determining any liability under the Securities Act
                  of 1933, each filing of the Registrant's annual report
                  pursuant to Section 13(a) or Section 15(d) of the Securities
                  Exchange Act of 1934 (and, where applicable, each filing of an
                  employee benefit plan's annual report pursuant to Section
                  15(d) of the Securities Exchange Act of 1934) that is
                  incorporated by reference in the Registration Statement shall
                  be deemed to be a new registration statement relating to the
                  securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

         (c)      Insofar as indemnification for liabilities arising under the
                  Securities Act of 1933 may be permitted to directors, officers
                  and controlling persons of the Registrant pursuant to the
                  foregoing provisions, or otherwise, the Registrant has been
                  advised that in the opinion of the Securities and Exchange
                  Commission such indemnification is against public policy as
                  expressed in the Act and is, therefore, unenforceable. In
                  the event that a claim for indemnification against such
                  liabilities (other than the payment by the Registrant of
                  expenses incurred or paid by a director, officer or
                  controlling person of the Registrant in the successful
                  defense of any action, suit or proceeding) is asserted by
                  such director, officer or controlling person in connection
                  with the securities being registered, the Registrant will,
                  unless in the opinion of its counsel the matter has been
                  settled by controlling precedent, submit to a court of
                  appropriate jurisdiction the question whether such
                  indemnification by it is against public policy as expressed
                  in the Act and will be governed by the final adjudication of
                  such issue.
-6-

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant, The Descartes Systems Group Inc., 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 Waterloo, Ontario,
Canada on May 31, 2002.

                                                THE DESCARTES SYSTEMS GROUP INC.

                                                By: /S/ Peter J. Schwartz
                                                    ---------------------------
                                                    Peter J. Schwartz
                                                    Co-Chief Executive Officer
                                                    and Chairman of the Board

                                                PUGLISI & ASSOCIATES
                                                Authorized U.S. Representative

                                                By: /S/ Donald J. Puglisi
                                                   ----------------------------
                                                Name:    Donald J. Puglisi
                                                Title:   Managing Director

         Each person who is an officer or director of The Descartes Systems
Group Inc. and whose signature appears on this Registration Statement on Form
S-8 shall not be deemed to have conferred upon the agent for service any
authority to exercise the powers enumerated under rule 478 of the Securities Act
of 1933, as amended.

                        POWER OF ATTORNEY AND SIGNATURES

         We, the undersigned officers and directors of The Descartes Systems
Group Inc., hereby severally constitute and appoint Peter Schwartz and Paul
Laufert and each of them singly, our true and lawful attorneys, with full power
to them and each of them singly, to sign for us in our names in the capacities
indicated below, all pre-effective and post-effective amendments to this
Registration Statement, as well as any registration statement filed pursuant to
Rule 462(b) of the Securities Act of 1933, as amended, and generally to do all
things in our names and on our behalf in such capacities to enable The Descartes
Systems Group Inc. to comply with the provisions of the Securities Act of 1933,
as amended, and all requirements of the United States Securities and Exchange
Commission.
-7-

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

                    Signatures                                    Title(s)                          Date
                    ----------                                    --------                          ----
/S/ Peter J. Schwartz                               Chairman of the Board, Co-Chief             May 31, 2002
------------------------------------------          Executive Officer (Principal
Peter J. Schwartz                                   Executive Officer) and Director

/S/ Manuel Pietra                                   Co-Chief Executive Officer and              May 31, 2002
------------------------------------------          President (Principal Executive
Manuel Pietra                                       Officer)

/S/ Colley Clarke                                   Executive Vice-President, Finance           May 31, 2002
------------------------------------------          and Chief Financial Officer
Colley Clarke                                       (Principal Financial and Accounting
                                                    Officer)

/S/ John L. Albright                                Director                                    May 31, 2002
------------------------------------------
John L. Albright

/S/ Chris Hewat                                     Director                                    May 31, 2002
------------------------------------------
Chris Hewat

Puglisi & Associates                                Authorized United States                    May 31, 2002
                                                    Representative

By: /S/ Donald J. Puglisi
    -------------------------
    Name:  Donald J. Puglisi
    Title: Managing Director
-8-

                                  Exhibit Index
                                  -------------

     Exhibit No.                          Description of Exhibit
     -----------                          ----------------------

         4.1            List of Option Agreements

         4.2            Terms and Conditions of Stock Option Grant with form of
                        Option Agreement attached thereto

         4.3            List of material details in which option agreements
                        differ

         5.1            Opinion of Blake, Cassels & Graydon LLP

         23.1           Consent of Blake, Cassels & Graydon LLP (contained in
                        Exhibit 5.1)

         23.2           Consent of Deloitte & Touche LLP

         24.1           Power of Attorney (included as part of the signature
                        page to this Registration Statement)