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                                                                   EXHIBIT 10.46

November 21, 2000

Supercedes Letter Dated October 12, 2000

Mr. Robert Phillips
650 Castro Street
Suite 300
Mountain View, CA 94041

Dear Bob:

On behalf of Manugistics, Inc., as well as its parent company, Manugistics
Group, Inc. and the Board of Directors of both, we are pleased to confirm our
verbal offer for the position of Senior Vice President, Chief Technology Officer
reporting to the Manugistics CEO. This offer of employment is contingent upon
Manugistics' completion of the acquisition of Talus Solutions, Inc. ("Talus"),
expected to "close" (the "Closing") in the fourth quarter of Manugistics fiscal
year, and, except as noted below, will supercede the terms of any compensation
agreements or arrangements which you may have with Talus. This position is
exempt.

In this position your monthly salary will be $17,917. This position has regular
performance reviews. Performance reviews at Manugistics are scheduled for March
1 of each year. Your first performance review will be March 1, 2002. We will
recommend to the Board of Directors that the Board grant you an option, on the
day after the Talus transaction closes, to purchase 65,000 (calculated on a
pre-split basis) shares of common stock under an applicable Stock Option Plan.
At the time of grant, the number of shares in this option will be doubled to
give you the benefit of the upcoming stock split. Our Stock Plan Administrator
will provide you with written confirmation of stock options awarded. These
options shall vest over a four (4) year period and we will recommend to the
Board of Directors that these options vest in equal monthly increments over such
four (4) year period (these options will be valued at a price equal to the Fair
Market Value of Manugistics stock on the date of grant).

You will also have the opportunity to receive an annual incentive bonus, in
accordance with Manugistics' Incentive Plan, of up to $120,000 to be paid in
four (4) quarterly pay outs of up to $30,000 based on corporate performance and
management objectives to be approved by the Manugistics CEO. Your Incentive Plan
will commence at the beginning of Manugistics' 2002 fiscal year which begins
March 1, 2001. Additionally, you will also be eligible for a one-time retention
bonus payment of $50,000 to be paid one (1) year from the date of Closing,
provided that you are still employed by Manugistics at that time. You will also
receive (on the date that it was scheduled to have been paid) any bonus
compensation to which you may be entitled for calendar year 2000 under your
existing offer letter with Talus.


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Mr. Robert Phillips
November 21, 2000
Page Two


In the event that Manugistics has a change of control, which is defined as fifty
one percent (51%) of Manugistics' voting stock having a change in ownership: (a)
if your responsibilities are not affected, fifty percent (50%) of your
outstanding options set out above shall immediately vest; (b) if your
responsibilities are significantly diminished or you are constructively
terminated, i.e., your responsibilities no longer consist of those reasonably
associated with the position of Senior Vice President, Chief Technology Officer,
one hundred percent (100%) of the outstanding options set out above shall
immediately vest.

If the Company terminates your employment for reasons other than cause, you will
receive your base salary, corresponding management objectives bonus, and
benefits in accordance with the Company's payroll practices for the equivalent
of a six (6) month period commencing on your termination date ("severance
period"). The foregoing salary and benefits payments will cease if you secure
alternative employment during the severance period. In addition, if the Company
terminates your employment for reasons other than cause, the Company will
continue the monthly vesting of the options granted to you pursuant to this
letter for a period of six (6) months following your termination date.

Please note that the vesting, change of control, and other terms described
herein are applicable only to the Manugistics' option to acquire the shares
specifically described in this letter.

The terms and conditions of this letter shall have no effect on any existing
Talus options or Talus shares of stock you currently hold or any future option
grants to which you are (or may be) entitled under your existing offer letter
with Talus. These will all be converted to stock or options to acquire stock of
Manugistics using the Exchange Ratio set forth in the merger agreement between
Manugistics and Talus, except that any future option grants will not be made
unless and until all conditions described in your Talus offer letter are
satisfied. Options which have been granted prior to the date of merger will
otherwise have the same terms and conditions as they had before. Any future
option grants will be made under the terms of the Manugistics' stock option plan
under which they are granted and will be granted on a post-split basis.

This offer is subject to approval by the Compensation Committee of the Board of
Directors of Manugistics Group, Inc. Furthermore, all compensation and benefits
included as part of this offer will conform to the Company's standard policies,
practices and plans. In the event of any question with regard to the
compensation and benefits described in this letter, the Compensation Committee
of the Board of Directors will make the final determination with regard to any
interpretation relating to the elements of your compensation package.

You agree that the existence of this letter, as well as the terms and provisions
of this letter, shall remain confidential subject to Manugistics' obligation to
disclose material contracts in its public filings. If you disclose the existence
of this letter, or any of the terms or provisions of this letter, to a third
party, we will be entitled to treat such unauthorized disclosure as a breach of
this letter and will be relieved of all obligations under this letter.


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Mr. Robert Phillips
November 21, 2000
Page Three


In keeping with Manugistics policy, all offers are contingent upon your
execution of "Manugistics, Inc.'s Conditions of Employment."

In the event of a dispute concerning the terms and conditions of employment, the
parties agree to binding arbitration by and under the rules of the American
Arbitration Association, and each party shall pay its own fees and expenses.

As required by the Immigration Reform and Control Act of 1986, on your first day
of employment, you must provide Manugistics with documentation verifying your
eligibility to work in the United States. Acceptable forms of documentation are
described on the enclosed Employment Eligibility Verification form. Please read
this and the enclosed "Manugistics, Inc. Conditions of Employment."

Please signify your acceptance by signing this letter, the two copies of the
"Manugistics, Inc. Conditions of Employment" and returning these documents to
Human Resources. Please keep one copy of the signed "Manugistics, Inc.
Conditions of Employment" for your records. This offer of employment expires
within 10 days from the date of this letter.

We look forward to your joining Manugistics and are confident that the
association will be mutually rewarding.

Sincerely,

Manugistics, Inc.



Robin A. Hoesch
Director, Human Resources
Manugistics

Enclosures


Accepted by:



By: /s/ Robert Phillips                                     Dec 1, 2000
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Robert Phillips                                            Date