content: <PAGE>   1
        AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 24, 1999
                                    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 75930
                (Address of principal executive offices) (Zip Code)
  
                             ------------------------
  
                            EMPLOYEE STOCK PURCHASE PLAN
                     INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN
                       1995 STOCK OPTION/ STOCK ISSUANCE PLAN
           SMART TECHNOLOGIES, INC. 1996 STOCK OPTION/STOCK ISSUANCE PLAN
                             (Full title of the Plans)
  
  
                             ------------------------
  
                                  SANJIV S. SIDHU
                 CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE 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)
  
  <TABLE>
  <CAPTION>
                                             CALCULATION OF REGISTRATION FEE
  ===============================================================================================================================
                                                                      Proposed Maximum     Proposed Maximum
             Title of Securities                 Amount to be          Offering Price         Aggregate               Amount of
               to be Registered                  Registered(1)           per Share          Offering Price         Registration Fee
             --------------------                ----------              ---------          --------------         ----------------
  <S>                                         <C>                    <C>                   <C>                   <C>
  1)  Employee Stock Purchase Plan
      Common Stock, $0.00025 par value        1,300,000 shares            $33.19(2)        $43,143,750(2)              $11,994
  2)  International Employee Stock Purchase
      Plan Common Stock, $0.00025 par value     200,000 shares            $33.19(2)         $6,637,500(2)               $1,845
  3)  1995 Stock Option/ Stock Issuance Plan
      Common Stock, $0.00025 par value        12,000,000 shares           $33.19(2)       $398,250,000(2)             $110,714
  4)  Smart Technologies, Inc 1996 Stock
      Option/ Stock Issuance Plan
      Common Stock, $0.00025 par value         336,432 shares              $7.26(3)         $2,442,496(3)                 $679
  ===============================================================================================================================
                                                                                        Aggregate                     $125,232
                                                                                        Registration Fee
  ===============================================================================================================================
  </TABLE>
  
  (1)      This Registration Statement shall also cover any additional shares of
           Common Stock which become issuable under the Employee Stock Purchase
           Plan, International Employee Stock Purchase Plan, 1995 Stock Option/
           Stock Issuance Plan and/or the Smart Technologies, Inc 1996 Stock
           Option/ Stock Issuance 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 the "1933 Act", on the basis of
           the average of the high and low selling prices per share of Common
           Stock of i2 Technologies, Inc. on August 19, 1999, as reported by the
           Nasdaq National Market.
  
  (3)      Calculated solely for purposes of this offering under Rule 457(h) of
           the Securities Act of 1933, as amended, on the basis of the weighted
           average exercise price of the outstanding options.
  
  <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, 1998, filed with the SEC on February
                    3, 1999; and
  
           (b)      The Registrant's Current Reports on Form 8-K filed with the
                    Commission on February 4, 1999, March 1, 1999, May 19,
                    1999 and July 30, 1999; and
  
           (c)      The Registrant's Quarterly Report on Form 10-Q for the fiscal
                    quarter ended March 31, 1999, filed with the SEC on May 12,
                    1999; and
  
           (d)      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,
  
  
                                       II-1
  <PAGE>   3
  
  against expenses (including attorneys' fees) actually and reasonably incurred
  by him in connection with the defense or settlement of such action or suit if
  he acted in good faith and in a manner he reasonably believed to be in or not
  opposed to the best interests of the corporation, except that no
  indemnification may be made in respect to any claim issue or matter as to which
  such person shall have been adjudged to be liable to the corporation unless and
  only to the extent that the Court of Chancery or the court in which such action
  or suit was brought shall determine upon application that, despite the
  adjudication of liability but in view of all the circumstances of the case,
  such person is fairly and reasonably entitled to indemnity for such expenses
  which the Court of Chancery or such other court shall deem proper.
  
           Section 145 further provides that to the extent a director or officer
  of a corporation has been successful on the merits or otherwise in the defense
  of any such action, suit or proceeding referred to in subsections (a) and (b)
  of Section 145 or in the defense of any claim, issue or matter therein, he
  shall be indemnified against expenses (including attorneys' fees) actually and
  reasonably incurred by him in connection therewith; that the indemnification
  provided for by Section 145 shall not be deemed exclusive of any other rights
  which the indemnified party may be entitled; that indemnification provided by
  Section 145 shall, unless otherwise provided when authorized or ratified,
  continue as to a person who has ceased to be a director, officer, employee or
  agent and shall inure to the benefit of such person's heirs, executors and
  administrators; and empowers the corporation to purchase and maintain insurance
  on behalf of a director or officer of the 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.
  
  
                                       II-2
  <PAGE>   4
  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(d).
         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      Employee Stock Purchase Plan.
        99.2*     Form of Enrollment/Change Form.
        99.3*     Form of Stock Purchase Agreement.
        99.4      International Employee Stock Purchase Plan
        99.5***   Form of Enrollment/Change Form
        99.6***   Form of Stock Purchase Agreement
        99.7      1995 Stock Option/Stock Issuance Plan
        99.8*     Form of Notice of Grant of Stock Option
        99.9**    Form of Automatic Stock Option Agreement
        99.10*    Form of Notice of Grant of Automatic Stock Option
        99.11**   Form of Stock Option Agreement
        99.12*    Form of Stock Issuance Agreement
        99.13     Smart Technologies, Inc. 1996 Stock Option/ Stock
                  Issuance Plan
        99.14     Form of Stock Option Assumption Agreement
        99.15     Form of Smart Technologies, Inc. Stock Option Agreement
         *        Exhibits 99.2, 99.3, 99.8, 99.10 and 99.12 are
                  incorporated herein by reference to exhibits 99.9, 99.10,
                  99.2 , 99.5 and 99.7 respectively, to Registrant's
                  Registration Statement No. 333-03703 on Form S-8, filed
                  with the Commission on May 14, 1996.
        **        Exhibits 99.9 and 99.11 are incorporated herein by
                  reference to Exhibits 99.5 and 99.3 to Registrant's
                  Registration Statement No. 333-53667 on Form S-8, filed
                  with the Commission on May 27, 1998.
       ***        Exhibits 99.5 and 99.6 are incorporated herein by
                  reference to Exhibits 99.2 and 99.3 to Registrant's
                  Registration Statement No. 333-27009 on Form S-8, filed
                  with the Commission on May 13, 1997.
  
  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 Employee Stock Purchase Plan, International Employee Stock Purchase
  Plan, 1995 Stock Option/Stock Issuance Plan and the Smart Technologies, Inc.
  1996 Stock Option/Stock Issuance Plan.
  
           B. The undersigned Registrant hereby undertakes that, for purposes of
  determining any liability under the 1933 Act, each filing of the Registrant's
  annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that
  is incorporated by reference into this Registration Statement shall be deemed
  to be a new registration statement
  
  
                                       II-3
  <PAGE>   5
  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-4
  <PAGE>   6
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, as
  amended, the Registrant certifies that it has reasonable grounds to believe
  that it meets all of the requirements for filing on Form S-8, and has duly
  caused this Registration Statement to be signed on its behalf by the
  undersigned, thereunto duly authorized, in the City of Dallas, State of Texas
  on this 23rd day of August 1999.
  
                                         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
  William M. Beecher and each of them, the lawful attorneys-in-fact and agents
  with full power and authority to do any and all acts and things and to execute
  any and all instruments which said attorneys and agents, and any one of them,
  determine may be necessary or advisable or required to enable said corporation
  to comply with the Securities Act of 1933, as amended, and any rules or
  regulations or requirements of the Securities and Exchange Commission in
  connection with this Registration Statement. Without limiting the generality of
  the foregoing power and authority, the powers granted include the power and
  authority to sign the names of the undersigned officers and directors in the
  capacities indicated below to this Registration Statement, to any and all
  amendments, both pre-effective and post-effective, and supplements to this
  Registration Statement, and to any and all instruments or documents filed as
  part of or in conjunction with this Registration Statement or amendments or
  supplements thereof, and each of the undersigned hereby ratifies and confirms
  that all said attorneys and agents, or any one of them, shall do or cause to be
  done by virtue hereof. This Power of Attorney may be signed in several
  counterparts.
  
           IN WITNESS WHEREOF, each of the undersigned has executed this Power of
  Attorney as of the date indicated.
  
           Pursuant to the requirements of the Securities Act of 1933, as
  amended, this Registration Statement has been signed below by the following
  persons in the capacities and on the dates indicated.
  
  <TABLE>
  <CAPTION>
  Signature                                   Title                                               Date
  ---------                                   -----                                               ----
  
  <S>                                         <C>                                                <C>
  /s/ SANJIV S. SIDHU
  ----------------------------------------    Chairman of the Board and Chief Executive Officer
  Sanjiv S. Sidhu                             (Principal Executive Officer)                       August 23, 1999
  
  /s/ WILLIAM M. BEECHER                      Executive Vice President, Operations, and Chief
  ----------------------------------------    Financial Officer (Principal Financial and
  William M. Beecher                          Accounting Officer)                                 August 23, 1999
  
  /s/ SANDEEP R. TUNGARE
  ----------------------------------------    President, Demand Management
  Sandeep R. Tungare                          and Director                                        August 23, 1999
  
  </TABLE>
  
  
                                       II-5
  <PAGE>   7
  
  <TABLE>
  <S>                                         <C>                                                <C>
  /s/ HARVEY B. CASH
  ----------------------------------------
  Harvey B. Cash                              Director                                            August 23, 1999
  
  /s/ THOMAS J. MEREDITH
  ----------------------------------------
  Thomas J. Meredith                          Director                                            August 23, 1999
  </TABLE>
  
  
                                       II-6
  <PAGE>   8
  
                         SECURITIES AND EXCHANGE COMMISSION
  
                                  WASHINGTON, D.C.
  
  
  
                                      EXHIBITS
  
                                         TO
  
                                      FORM S-8
  
                                       UNDER
  
                               SECURITIES ACT OF 1933
  
  
  
                               i2 TECHNOLOGIES, INC.
  
  <PAGE>   9
  
                                   EXHIBIT INDEX
  
  <TABLE>
  <CAPTION>
           Exhibit
           Number             Description
           -------            -----------
        <S>            <C>
               4        Instruments Defining the Rights of Stockholders.
                        Reference is made to Registrant's Registration Statement
                        No. 00-28030 on Form 8-A which is incorporated herein by
                        reference pursuant to Item 3(d).
               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      Employee Stock Purchase Plan.
              99.2*     Form of Enrollment/Change Form.
              99.3*     Form of Stock Purchase Agreement.
              99.4      International Employee Stock Purchase Plan
              99.5***   Form of Enrollment/Change Form
              99.6***   Form of Stock Purchase Agreement
              99.7      1995 Stock Option/Stock Issuance Plan
              99.8*     Form of Notice of Grant of Stock Option
              99.9**    Form of Automatic Stock Option Agreement
              99.10*    Form of Notice of Grant of Automatic Stock Option
              99.11**   Form of Stock Option Agreement
              99.12*    Form of Stock Issuance Agreement
              99.13     Smart Technologies, Inc. 1996 Stock Option/ Stock
                        Issuance Plan
              99.14     Form of Stock Option Assumption Agreement
              99.15     Form of Smart Technologies, Inc. Stock Option Agreement
               *        Exhibits 99.2, 99.3, 99.8, 99.10 and 99.12 are
                        incorporated herein by reference to exhibits 99.9, 99.10,
                        99.2 , 99.5 and 99.7 respectively, to Registrant's
                        Registration Statement No. 333-03703 on Form S-8, filed
                        with the Commission on May 14, 1996.
              **        Exhibits 99.9 and 99.11 are incorporated herein by
                        reference to Exhibits 99.5 and 99.3 to Registrant's
                        Registration Statement No. 333-53667 on Form S-8, filed
                        with the Commission on May 27, 1998.
             ***        Exhibits 99.5 and 99.6 are incorporated herein by
                        reference to Exhibits 99.2 and 99.3 to Registrant's
                        Registration Statement No. 333-27009 on Form S-8, filed
                        with the Commission on May 13, 1997.
  
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 26673}]
metadata_filer: {"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": "333-85791", "film-number": "99698069"}, "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"}}
text: 1
        AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 24, 1999
                                    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 75930
                (Address of principal executive offices) (Zip Code)
  
                             ------------------------
  
                            EMPLOYEE STOCK PURCHASE PLAN
                     INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN
                       1995 STOCK OPTION/ STOCK ISSUANCE PLAN
           SMART TECHNOLOGIES, INC. 1996 STOCK OPTION/STOCK ISSUANCE PLAN
                             (Full title of the Plans)
  
                             ------------------------
  
                                  SANJIV S. SIDHU
                 CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE 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 Maximum     Proposed Maximum
             Title of Securities                 Amount to be          Offering Price         Aggregate               Amount of
               to be Registered                  Registered(1)           per Share          Offering Price         Registration Fee
             --------------------                ----------              ---------          --------------         ----------------
  1)  Employee Stock Purchase Plan
      Common Stock, $0.00025 par value        1,300,000 shares            $33.19(2)        $43,143,750(2)              $11,994
  2)  International Employee Stock Purchase
      Plan Common Stock, $0.00025 par value     200,000 shares            $33.19(2)         $6,637,500(2)               $1,845
  3)  1995 Stock Option/ Stock Issuance Plan
      Common Stock, $0.00025 par value        12,000,000 shares           $33.19(2)       $398,250,000(2)             $110,714
  4)  Smart Technologies, Inc 1996 Stock
      Option/ Stock Issuance Plan
      Common Stock, $0.00025 par value         336,432 shares              $7.26(3)         $2,442,496(3)                 $679
  ===============================================================================================================================
                                                                                        Aggregate                     $125,232
                                                                                        Registration Fee
  ===============================================================================================================================
  (1)      This Registration Statement shall also cover any additional shares of
           Common Stock which become issuable under the Employee Stock Purchase
           Plan, International Employee Stock Purchase Plan, 1995 Stock Option/
           Stock Issuance Plan and/or the Smart Technologies, Inc 1996 Stock
           Option/ Stock Issuance 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 the "1933 Act", on the basis of
           the average of the high and low selling prices per share of Common
           Stock of i2 Technologies, Inc. on August 19, 1999, as reported by the
           Nasdaq National Market.
  
  (3)      Calculated solely for purposes of this offering under Rule 457(h) of
           the Securities Act of 1933, as amended, on the basis of the weighted
           average exercise price of the outstanding options.
  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, 1998, filed with the SEC on February
                    3, 1999; and
  
           (b)      The Registrant's Current Reports on Form 8-K filed with the
                    Commission on February 4, 1999, March 1, 1999, May 19,
                    1999 and July 30, 1999; and
  
           (c)      The Registrant's Quarterly Report on Form 10-Q for the fiscal
                    quarter ended March 31, 1999, filed with the SEC on May 12,
                    1999; and
  
           (d)      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,
  
                                       II-1
  3
  
  against expenses (including attorneys' fees) actually and reasonably incurred
  by him in connection with the defense or settlement of such action or suit if
  he acted in good faith and in a manner he reasonably believed to be in or not
  opposed to the best interests of the corporation, except that no
  indemnification may be made in respect to any claim issue or matter as to which
  such person shall have been adjudged to be liable to the corporation unless and
  only to the extent that the Court of Chancery or the court in which such action
  or suit was brought shall determine upon application that, despite the
  adjudication of liability but in view of all the circumstances of the case,
  such person is fairly and reasonably entitled to indemnity for such expenses
  which the Court of Chancery or such other court shall deem proper.
  
           Section 145 further provides that to the extent a director or officer
  of a corporation has been successful on the merits or otherwise in the defense
  of any such action, suit or proceeding referred to in subsections (a) and (b)
  of Section 145 or in the defense of any claim, issue or matter therein, he
  shall be indemnified against expenses (including attorneys' fees) actually and
  reasonably incurred by him in connection therewith; that the indemnification
  provided for by Section 145 shall not be deemed exclusive of any other rights
  which the indemnified party may be entitled; that indemnification provided by
  Section 145 shall, unless otherwise provided when authorized or ratified,
  continue as to a person who has ceased to be a director, officer, employee or
  agent and shall inure to the benefit of such person's heirs, executors and
  administrators; and empowers the corporation to purchase and maintain insurance
  on behalf of a director or officer of the 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.
  
                                       II-2
  4
  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(d).
         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      Employee Stock Purchase Plan.
        99.2*     Form of Enrollment/Change Form.
        99.3*     Form of Stock Purchase Agreement.
        99.4      International Employee Stock Purchase Plan
        99.5***   Form of Enrollment/Change Form
        99.6***   Form of Stock Purchase Agreement
        99.7      1995 Stock Option/Stock Issuance Plan
        99.8*     Form of Notice of Grant of Stock Option
        99.9**    Form of Automatic Stock Option Agreement
        99.10*    Form of Notice of Grant of Automatic Stock Option
        99.11**   Form of Stock Option Agreement
        99.12*    Form of Stock Issuance Agreement
        99.13     Smart Technologies, Inc. 1996 Stock Option/ Stock
                  Issuance Plan
        99.14     Form of Stock Option Assumption Agreement
        99.15     Form of Smart Technologies, Inc. Stock Option Agreement
         *        Exhibits 99.2, 99.3, 99.8, 99.10 and 99.12 are
                  incorporated herein by reference to exhibits 99.9, 99.10,
                  99.2 , 99.5 and 99.7 respectively, to Registrant's
                  Registration Statement No. 333-03703 on Form S-8, filed
                  with the Commission on May 14, 1996.
        **        Exhibits 99.9 and 99.11 are incorporated herein by
                  reference to Exhibits 99.5 and 99.3 to Registrant's
                  Registration Statement No. 333-53667 on Form S-8, filed
                  with the Commission on May 27, 1998.
       ***        Exhibits 99.5 and 99.6 are incorporated herein by
                  reference to Exhibits 99.2 and 99.3 to Registrant's
                  Registration Statement No. 333-27009 on Form S-8, filed
                  with the Commission on May 13, 1997.
  
  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 Employee Stock Purchase Plan, International Employee Stock Purchase
  Plan, 1995 Stock Option/Stock Issuance Plan and the Smart Technologies, Inc.
  1996 Stock Option/Stock Issuance Plan.
  
           B. The undersigned Registrant hereby undertakes that, for purposes of
  determining any liability under the 1933 Act, each filing of the Registrant's
  annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that
  is incorporated by reference into this Registration Statement shall be deemed
  to be a new registration statement
  
                                       II-3
  5
  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-4
  6
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, as
  amended, the Registrant certifies that it has reasonable grounds to believe
  that it meets all of the requirements for filing on Form S-8, and has duly
  caused this Registration Statement to be signed on its behalf by the
  undersigned, thereunto duly authorized, in the City of Dallas, State of Texas
  on this 23rd day of August 1999.
  
                                         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
  William M. Beecher and each of them, the lawful attorneys-in-fact and agents
  with full power and authority to do any and all acts and things and to execute
  any and all instruments which said attorneys and agents, and any one of them,
  determine may be necessary or advisable or required to enable said corporation
  to comply with the Securities Act of 1933, as amended, and any rules or
  regulations or requirements of the Securities and Exchange Commission in
  connection with this Registration Statement. Without limiting the generality of
  the foregoing power and authority, the powers granted include the power and
  authority to sign the names of the undersigned officers and directors in the
  capacities indicated below to this Registration Statement, to any and all
  amendments, both pre-effective and post-effective, and supplements to this
  Registration Statement, and to any and all instruments or documents filed as
  part of or in conjunction with this Registration Statement or amendments or
  supplements thereof, and each of the undersigned hereby ratifies and confirms
  that all said attorneys and agents, or any one of them, shall do or cause to be
  done by virtue hereof. This Power of Attorney may be signed in several
  counterparts.
  
           IN WITNESS WHEREOF, each of the undersigned has executed this Power of
  Attorney as of the date indicated.
  
           Pursuant to the requirements of the Securities Act of 1933, as
  amended, this Registration Statement has been signed below by the following
  persons in the capacities and on the dates indicated.
  Signature                                   Title                                               Date
  ---------                                   -----                                               ----
  /s/ SANJIV S. SIDHU
  ----------------------------------------    Chairman of the Board and Chief Executive Officer
  Sanjiv S. Sidhu                             (Principal Executive Officer)                       August 23, 1999
  
  /s/ WILLIAM M. BEECHER                      Executive Vice President, Operations, and Chief
  ----------------------------------------    Financial Officer (Principal Financial and
  William M. Beecher                          Accounting Officer)                                 August 23, 1999
  
  /s/ SANDEEP R. TUNGARE
  ----------------------------------------    President, Demand Management
  Sandeep R. Tungare                          and Director                                        August 23, 1999
  II-5
  7
  /s/ HARVEY B. CASH
  ----------------------------------------
  Harvey B. Cash                              Director                                            August 23, 1999
  
  /s/ THOMAS J. MEREDITH
  ----------------------------------------
  Thomas J. Meredith                          Director                                            August 23, 1999
  II-6
  8
  
                         SECURITIES AND EXCHANGE COMMISSION
  
                                  WASHINGTON, D.C.
  
                                      EXHIBITS
  
                                         TO
  
                                      FORM S-8
  
                                       UNDER
  
                               SECURITIES ACT OF 1933
  
                               i2 TECHNOLOGIES, INC.
  9
  
                                   EXHIBIT INDEX
  Exhibit
           Number             Description
           -------            -----------
  4        Instruments Defining the Rights of Stockholders.
                        Reference is made to Registrant's Registration Statement
                        No. 00-28030 on Form 8-A which is incorporated herein by
                        reference pursuant to Item 3(d).
               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      Employee Stock Purchase Plan.
              99.2*     Form of Enrollment/Change Form.
              99.3*     Form of Stock Purchase Agreement.
              99.4      International Employee Stock Purchase Plan
              99.5***   Form of Enrollment/Change Form
              99.6***   Form of Stock Purchase Agreement
              99.7      1995 Stock Option/Stock Issuance Plan
              99.8*     Form of Notice of Grant of Stock Option
              99.9**    Form of Automatic Stock Option Agreement
              99.10*    Form of Notice of Grant of Automatic Stock Option
              99.11**   Form of Stock Option Agreement
              99.12*    Form of Stock Issuance Agreement
              99.13     Smart Technologies, Inc. 1996 Stock Option/ Stock
                        Issuance Plan
              99.14     Form of Stock Option Assumption Agreement
              99.15     Form of Smart Technologies, Inc. Stock Option Agreement
               *        Exhibits 99.2, 99.3, 99.8, 99.10 and 99.12 are
                        incorporated herein by reference to exhibits 99.9, 99.10,
                        99.2 , 99.5 and 99.7 respectively, to Registrant's
                        Registration Statement No. 333-03703 on Form S-8, filed
                        with the Commission on May 14, 1996.
              **        Exhibits 99.9 and 99.11 are incorporated herein by
                        reference to Exhibits 99.5 and 99.3 to Registrant's
                        Registration Statement No. 333-53667 on Form S-8, filed
                        with the Commission on May 27, 1998.
             ***        Exhibits 99.5 and 99.6 are incorporated herein by
                        reference to Exhibits 99.2 and 99.3 to Registrant's
                        Registration Statement No. 333-27009 on Form S-8, filed
                        with the Commission on May 13, 1997.