Room 4561

      February 23, 2006

Mr. Steven R. Norton
Senior Vice President and Chief Financial Officer
Manhattan Associates, Inc.
2300 Windy Ridge Parkway Suite 700
Atlanta, GA 30399

      Re:	Manhattan Associates, Inc.
		Form 8-K
      Filed February 8, 2006
      File No. 000-23999

Dear Mr. Norton:

      We have read your response letter dated February 22, 2006
and
have the following comment.  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
this comment.  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 our
comment, we 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 on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.











Form 8-K Filed on February 8, 2006
1. We have read your response to prior comment number 2 and we do
not
believe that your proposed disclosure adequately addresses our
concerns.  Please revise this disclosure to address the following:

* Explain why you are not able to effectively manage each
individual
item that is subject to adjustment;
* Explain why the non-GAAP information facilitates investors`
understanding of your historical operating results. Clarify how
you
define "operating results" and explain why it is not necessary to
consider each item subject to adjustment;
* Explain why it is more meaningful for investors to evaluate your
operating performance in a manner consistent with your internal
methods and explain those methods in more detail;
* Explain why it is more meaningful for investors to use your non-
GAAP measures to evaluate your prospects for the future; and
* Provide a more robust discussion of the inherent limitations.
For
example, discuss the apparent contradiction of excluding any
acquisition-related costs while including the acquisition-related
benefits, such as increased revenue.  In addition, discuss the
exclusion of items that appear to be integral to your performance
as
an organization such as employee compensation and charges related
to
accounts receivable.

      As appropriate, please amend your filing and respond to this
comment 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 comment 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 comment.

      You may contact Mark Kronforst, Senior Staff Accountant, at
(202) 551-3451 or me at (202) 551-3489 if you have any questions
regarding our comments.


								Sincerely,



								Brad Skinner
								Accounting Branch Chief
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Mr. Steven R. Norton
Manhattan Associates, Inc.
February 23, 2006
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