EXHIBIT 10.44(c)







                             MANUGISTICS GROUP, INC.

                             STOCK OPTION AGREEMENT


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                             STOCK OPTION AGREEMENT

         This Stock  Option  Agreement,  dated as of  December 6, 1999 is by and
between  Manugistics  Group, Inc., a Delaware  corporation (the "Company"),  and
Richard F.  Bergmann,  an  individual  with an  address  at 2115 East  Jefferson
Street, Rockville, Maryland 20852 (the "Employee").

                                   BACKGROUND

         Employee was employed by the Company as its  Executive  Vice  President
pursuant  to the  terms of that  certain  letter  agreement  dated  June 3, 1999
between Employee and the Company (the "Employment  Letter"). In order to provide
the Employee  with a direct  proprietary  interest in the future  success of the
Company and to encourage the Employee to achieve  maximum  performance  with the
Company,  the Company agreed as provided in the Employment  Letter,  to grant to
the Employee an option to purchase  30,000 shares of Common Stock of the Company
(the "Additional  Option"), on the terms and subject to the conditions set forth
therein.  The  Employment  Letter  provides that all  compensation  and benefits
provided  thereunder will conform to the Company's standard policies,  practices
and plans, and that the  Compensation  Committee of the Board of Directors shall
make the final  determination  with  regard to any  interpretation  relating  to
elements of the Employee's  compensation package. The Compensation Committee has
determined  that,  under the terms of the Employment  Letter,  as interpreted in
light of the  company's  policies  and  practices,  the  Employee is entitled to
receive the  Additional  Option as of the date  hereof and that such  Additional
Option  shall be  exercisable  at a price  of  Twenty-One  and  three-sixteenths
Dollars ($21.1875) per share.

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         NOW, THEREFORE,  in view of the foregoing,  and in consideration of the
promises herein  contained,  and each intending to be legally bound hereby,  the
parties agree as follows:

         1.   Grant of Option; Payment of Exercise Price.

              a. The Company  hereby grants to the Employee the right and option
to purchase under the terms and conditions set forth below, 30,000 shares of the
Company's  common  stock,   (the  "Shares"),   at  a  price  of  Twenty-One  and
three-sixteenths  Dollars ($21.1875) per share (the "Purchase Price") payable as
set forth below (the "Option").

              b. The  Option may be  exercised,  in whole or in part at any time
and from time to time as to a minimum of 50 shares or if fewer, the total number
of shares  subject to the Option,  by giving  written  notice of exercise to the
Company  specifying  the number of Shares to be purchased.  Such notice shall be
accompanied by payment in full of the purchase price, plus any required federal,
state and/or local  withholding  taxes, in cash, or in shares of common stock of
the Company  already owned by the Employee with such shares valued at their Fair
Market  Value.  For such  purposes,  "Fair Market Value" shall be defined as the
closing  price  of the  common  stock  of the  Company  on the  day  immediately
preceding the exercise date as reported on the Nasdaq  System.  The Employee may
also simultaneously exercise the Option (or a part thereof) and sell all or part
of the  Shares  thereby  acquired  pursuant  to any  arrangement  then in effect
between any broker and the Company,  and to use the  proceeds  from such sale to
pay the exercise price and withholding taxes.

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         2.   Terms and Exercise of Option.

              a. The Option shall have a term of ten years from the date hereof,
and shall vest immediately on the date hereof.  The Option may only be exercised
during the ten year term hereof.

              b. In no event may this Option be exercised  after the  expiration
of the ten year term  hereof.  Except as provided  in this  Paragraph  2(b),  no
portion of this Option may be  exercised  unless the Employee is employed by the
Company at the time of  exercise,  and may only be  exercised  by the  following
persons,  under  the  following  conditions,  and in all  cases  subject  to all
provisions  of  this  Option  Agreement,  and all  applicable  laws,  rules  and
regulations:  (i) by the Employee,  (ii) by the Employee's permitted transferees
as provided below in Paragraph 2(c), (iii) if the Employee shall become disabled
or die, and shall not have fully exercised the Option, by the Employee or by the
executors  or  administrators  of the  Employee  or by any person or persons who
shall  have  acquired  the  Option  directly  from the  Employee  by  bequest or
inheritance,  but only within one year of the date of death or disability,  (iv)
by the Employee in the event that the Employee's  employment with the Company is
terminated without cause by the Company, but only within three months after such
date of termination of employment;  or (v) by the Employee in the event that the
Employee's employment with the Company is terminated voluntarily by the Employee
or with  cause by the  Company,  but only  within  one month  after such date of
termination of employment.

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              c. Except as provided herein, no part of this Option, and no right
or interest therein,  shall be (i) assignable,  alienable or transferable by the
Employee,  except  by will or the  laws of  descent  and  distribution,  or (ii)
subject  to any  obligation,  or the  lien or  claims  of any  creditor,  of the
Employee,  or (iii) subject to any lien,  encumbrance or claim of any party made
in respect of or through the Employee,  however arising.  During the lifetime of
the Employee, this Option is exercisable only by, and the Shares issued upon the
exercise  of this  Option will be issued  only to the  Employee,  his  permitted
transferees,  or his legal  representative.  Notwithstanding the foregoing,  the
Employee  may transfer  all or a portion of this  Option;  provided,  that in no
event  shall any  transfer  be made to any  person  or  persons  other  than the
Employee's  parents,  spouse or other life partner,  children or  grandchildren,
siblings,  or children of siblings,  or a trust for the exclusive benefit of one
or more such  persons,  which  transfer  must be made as a gift and  without any
consideration,  or pursuant to a qualified  domestic  relations order. All other
transfers and any retransfer by any permitted  transferee are prohibited and any
such  purported  transfer  shall be null and void.  This Option and the Employee
shall  continue to be subject to the same terms and conditions as were in effect
immediately  prior  to  such  permitted  transfer.  The  Employee  shall  remain
responsible to the Company for the payment of all withholding  taxes incurred as
a result  of any  exercise  of this  Option.  In no event  shall  any  permitted
transfer of this Option create any right in any party in respect of this Option,
other than the right of the permitted  transferee to exercise this Option to the
extent the  Employee  could have  exercised  this Option had such  transfer  not
occurred.

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         3.Recapitalization.  Subject to any required action by the stockholders
of the  Company,  the number of Shares  which may be purchased at any time under
the Option, and the price per share therefor,  shall be proportionately adjusted
for any increase or decrease in the number of  outstanding  shares of the common
stock of the Company  resulting from a subdivision or consolidation of shares or
the  payment of a stock  dividend  (but only on the  common  stock) or any other
increase or decrease in the number of such shares  effected  without  receipt of
consideration  by the Company,  such that, upon exercise of the Option from time
to time  thereafter,  the  Employee  shall be entitled to receive such number of
Shares as he would have  received  had the Option been  exercised  prior to such
action.

         4.   Consolidation; Merger; Dissolution and Conversion.

              a.  Subject  to any  required  action by the  shareholders  of the
Company,  if the Company  shall be the  surviving  corporation  in any merger or
consolidation,   while  any  part  of  this  Option  remains  unexercised,  such
unexercised  part of this Option shall pertain to and apply to the securities to
which a holder of the number of Shares  subject  hereto would have been entitled
(i.e.,  the Employee  shall be entitled to purchase such number of securities as
he would have  received had this Option been  exercised  prior to such merger or
consolidation).

              b. In the event of a change in the Common  Stock of the Company as
presently  constituted,  which is limited  to a change of all of its  authorized
shares with par value into the same number of shares with a different  par value
or without par value,  the shares resulting from any such change shall be deemed
to be Shares within the meaning of this Option.

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         5.  Notice  of  Exercise.  The  Option  shall be  exercisable  upon the
Employee  giving (a) written  notice to the Company of such exercise  specifying
the number of Shares to be purchased,  (b) payment of the Purchase  Price of the
Shares  being  purchased  and any  applicable  withholding  taxes as provided in
Paragraph 1(b) above,  and,  subject to applicable  federal and state securities
laws, shall be effective upon actual receipt of the foregoing (a) and (b).

         6. Failure to Exercise.  If the Employee  fails to exercise any part of
the Option in accordance with the terms of this Agreement  within the period set
forth in Paragraph 2(a) above,  then such part and all rights  attached  thereto
shall  automatically and immediately  terminate  without notice.  This Agreement
does not impose any  obligation  on the  Employee to exercise  the Option or any
part  hereof nor does it modify the other  terms of  Employee's  employment  set
forth  in the  Employment  Letter.  The  Employee  shall  have  no  rights  as a
stockholder  of the  Company  with  respect to the Shares  covered by the Option
unless  and  except to the  extent  that the  Option  shall  have  been  validly
exercised.

         7. Notices.  Any and all notices or other writings,  which are required
to be served,  or which may be served under the  provisions  of this  Agreement,
shall be in writing, and shall be sufficiently served if delivered personally or
mailed by  registered  or certified  mail (return  receipt  requested),  postage
prepaid,  to the  parties at the  addresses  set forth on the first page of this
Agreement,  or at such other  address for a party as shall be  specified by like
notice;  provided,  that notices of a change of address shall be effective  only
upon receipt thereof.  If mailed as aforesaid,  three (3) days after the date of
mailing shall be the date notice shall be deemed to have been received.

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         8. Entire  Agreement.  This Agreement  constitutes the entire agreement
between  the  parties  hereto  pertaining  to the  subject  matter  hereof,  and
supersedes  all  prior  and  contemporaneous   agreements,   understandings  and
discussions, whether written or oral between the parties and may be amended only
by a written document signed by the parties hereto.

         9.  Governing  Law. This  Agreement  shall be governed by and construed
under the laws of the State of  Delaware,  without  reference to  principles  of
conflicts of laws.

         10.  Headings.  The  headings  and  captions  contained  herein are for
convenience  only and shall not control or affect the meaning or construction of
any provision hereof.

         11. Corporate Action. No provision of this Option shall be construed to
prevent the Company from taking any corporate action deemed by the Company to be
appropriate  or in its best  interest,  whether or not such action could have an
adverse  effect on this  Option,  and  neither the  Employee  or the  Employee's
estate, personal representative,  beneficiary or permitted transferee shall have
any claim against the Company as a result of taking such action.

         IN WITNESS WHEREOF, the patties hereto have executed this Option on the
day and year first above written.

                        [SIGNATURES APPEAR ON NEXT PAGE]


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MANUGISTICS GROUP, INC.

By: /s/ Timothy T. Smith
------------------------
Title:SR VP and General Counsel

EMPLOYEE:

/s/ Richard F. Bergmann
-----------------------
Richard F. Bergmann








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