8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (date of earliest event reported): June 9, 2004

i2 Technologies, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware	0-28030	75-2294945
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

One i2 Place

11701 Luna Road

Dallas, TX 75234

(Address of Principal Executive Offices)(Zip Code)

Registrant’s telephone number, including area code: (469) 357-1000

Former name or former address, if changed since last report: Not Applicable

Item 5. Other Events

On June 9, 2004, i2 Technologies, Inc. (the “Company”) announced by press release (the “Press Release”) the settlement of Securities and Exchange Commission enforcement proceedings against the Company. The information contained in the Press Release, which is attached as Exhibit 99.1 to this Current Report on Form 8-K, is incorporated by reference herein.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

(c) Exhibits

99.1 Press Release dated June 9, 2004.

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	i2 Technologies, Inc.
Dated: June 15, 2004	By:	/s/ Katy Murray
		Executive Vice President and Chief Financial Officer

3

INDEX TO EXHIBITS

Exhibit Number	Description
99.1	Press  Release dated June 9, 2004.

EX-99.1

Exhibit 99.1 [i2 logo]

i2 Settles with the SEC

DALLAS – June 9, 2004 – i2 Technologies, Inc. (OTC: ITWO) today said that the Securities and Exchange Commission (SEC) announced the settlement of enforcement proceedings against the Company. The settlement concerns the investigation conducted by the SEC into alleged violations of federal securities laws relating to the previously announced restatement of i2’s consolidated financial statements for the four years ended December 31, 2001, and the first three quarters of 2002. The restatement of the Company’s financial statements followed an internal inquiry into certain allegations of the Company’s revenue recognition practices and financial reporting for those periods.

Without admitting or denying the Commission’s substantive findings against it, i2 settled the enforcement proceedings by consenting to a cease-and-desist order requiring future compliance with specific provisions of the Federal Securities laws, and agreed to pay a $10 million civil penalty. The entire penalty proceeds will be distributed to certain i2 shareholders. i2 established an accrual of $10 million relating to the possible settlement of the SEC complaint in the first quarter of 2004.

About i2

A leading provider of closed-loop supply chain management solutions, i2 designs and delivers software that helps customers optimize and synchronize activities involved in successfully managing supply and demand. i2’s global customer base consists of some of the world’s market leaders – including seven of the Fortune global top 10. Founded in 1988 with a commitment to customer success, i2 remains focused on delivering value by implementing solutions designed to provide a rapid return on investment. Learn more at www.i2.com.

i2 is a registered trademark of i2 Technologies US, Inc. and i2 Technologies, Inc.

For More Information Contact:

Melanie Ofenloch

i2 Corporate Communications

469-357-3027

Melanie_ofenloch@i2.com

Barry Sievert

Shelton Investor Relations for i2

972-239-5119 ext 134

bsievert@sheltongroup.com