Room 4561
						July 27, 2005

Michael E. McGrath
President and Chief Executive Officer
i2 Technologies, Inc.
One i2 Place
11701 Luna Road
Dallas, TX 75234

Re:	i2 Technologies, Inc.
	Form 10-K for Fiscal Year Ended December 31, 2004
	Filed March 16, 2005
	Form 10-Q for Fiscal Quarter Ended March 31, 2005
	Filed May 10, 2005

Dear Mr. McGrath:

      We have reviewed the above referenced filing and have the
following comments.  Please note that we have limited our review
to
the matters addressed in the comments below.  Where indicated, we
think you should revise your document in response to these
comments.
If you disagree, we will consider your explanation as to why our
comment is inapplicable or a revision is unnecessary.  Please be
as
detailed as necessary in your explanation.  In some of our
comments,
we may ask you to provide us with supplemental information so we
may
better understand your disclosure.  After reviewing this
information,
we may or may not raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form 10-K for the Fiscal Year Ended December 31, 2004

Note 8:  Stock Transactions, page F-22

1. We note that the dividends on the Series B preferred stock may
be
paid in cash or additional shares of the Series B preferred stock
at
your option.  Tell us how you have considered Issue 10 of EITF 00-
27
in accounting for dividends on your Series B preferred stock.
Specifically address in your response how you are measuring and
accounting for the intrinsic value of convertible instruments
issued
as PIK dividends on your preferred stock.
Note 9:  Stockholders` Equity (Deficit) and Loss per Common Share,
pages F-22 to F-24

2. We note that you use the if-converted method for the Series B
preferred stock in determining your earnings for share.  Tell us
if
your Series B preferred stock is considered a participating
security
pursuant to EITF 03-6 and if so, how you considered presenting
earnings per share pursuant to the two-class method.

	As appropriate, please amend your filing and respond to these
comments within 10 business days or tell us when you will provide
us
with a response.  Please submit all correspondence and
supplemental
materials on EDGAR as required by Rule 101 of Regulation S-T.  You
may wish to provide us with marked copies of any amendment to
expedite our review.  Please furnish a cover letter with any
amendment that keys your responses to our comments and provides
any
requested information.  Detailed cover letters greatly facilitate
our
review.  Please understand that we may have additional comments
after
reviewing any amendment and your responses to our comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

You may contact Kari Jin, Staff Accountant, at (202) 551-3481, Tom
Ferraro, Senior Staff Accountant at (202) 551-3225 or me at (202)
551-3499 if you have questions regarding these comments.

Sincerely,


      Kathleen Collins
      Accounting Branch Chief
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Mr. Michael E. McGrath
i2 Technologies, Inc.
July 27, 2005
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