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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

   
                               AMENDMENT NO. 2
    
                                      to
                                  FORM 10-K
(Mark One)
[X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934
         FOR THE FISCAL YEAR ENDED FEBRUARY 28, 1998 OR
[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 
         For the transition period from __________  to  __________
                         Commission File Number 0-22154

                            MANUGISTICS GROUP, INC.
             (Exact name of Registrant as specified in its charter)

<TABLE>
<S>                                                    <C>
             DELAWARE                                        52-1469385 
      (State or other jurisdiction of                     (I.R.S. Employer
      incorporation or organization)                   Identification Number)

2115 EAST JEFFERSON STREET, ROCKVILLE, MARYLAND                 20852
   (Address of principal executive offices)                   (Zip code)
</TABLE>
                                 (301) 984-5000
              (Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act: COMMON STOCK, $.002
PAR VALUE PER SHARE
                                (Title of Class)

Name of each exchange on which registered: NONE

Indicate by check mark whether the Registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
                                Yes  X  No ____

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]

As of May 22, 1998, the aggregate market value of the voting stock held by
non-affiliates of the Registrant was approximately $531.1 million. As of that
date, the number of shares outstanding of the Registrant's common stock was
26.0 million, based on information provided by the Registrant's transfer agent.


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                                   Part III
    

   
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
    
 
   
     The last paragraph of Item 10 of Part III of this Annual Report is amended
hereby to read in its entirety as set forth below. (As initially filed, it was
inadvertently reported that Mr. Enstice, Ms. Fox, Mr. Gibson and Mr. Thompson
had or would make late filings of reports of changes in beneficial ownership of
the Company's Common Stock.) 
    

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
 
     Section 16(a) of the Exchange Act requires the Company's executive
officers, directors and persons who own more than ten percent (10%) of the
Common Stock (collectively, "Reporting Persons") to file initial reports of
ownership and reports of changes of ownership of the Common Stock with the
Securities and Exchange Commission ("SEC") and the Nasdaq Stock Market.
Reporting Persons are required to furnish the Company with copies of all forms
that they file under Section 16(a). Based solely upon a review of the copies of
such forms received by the Company or written representations from Reporting
Persons, the Company believes that, with respect to fiscal year 1998, all
Reporting Persons complied with all applicable filing requirements under Section
16(a), with the following exceptions: Mr. Broderick failed to file two Form 4's
(and the requisite Form 5), relating to a total of three transactions; Mr. Fritz
failed to file a Form 4 (and the requisite Form 5) with regard to one
transaction; and Mr. Skelton failed to file a Form 5 relating to four gifts by
himself or his spouse.

   

    

<PAGE>   3
   
ITEM 11. EXECUTIVE COMPENSATION
    

   
     Item 11 is amended hereby by the addition of the table set forth below
under the caption "Comparison of Five-Year Cumulative Total Returns Performance
Graph for Manugistics Group, Inc." immediately after the paragraph which appears
under the caption "Stock Performance Graph." For purposes of clarity, such
paragraph and table are set forth together below.
    
 
STOCK PERFORMANCE GRAPH
 
     The following graph compares the cumulative total return to shareholders of
the Common Stock with the cumulative total return of the Nasdaq Stock Market
(US) Index from the date of the Company's initial public offering (August 13,
1993) to fiscal year end (February 28, 1998). In addition, the graph also
compares the Company's performance to that for Nasdaq Computer and Data
Processing Stocks. The graph assumes that the value of the investment in the
Common Stock and each index was $100 on August 13, 1993 and that all dividends
were reinvested. The Company has not paid any cash dividends on its Common Stock
and does not intend to do so in the foreseeable future. The performance graph is
not necessarily indicative of future performance.
 
                COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURNS
                 PERFORMANCE GRAPH FOR MANUGISTICS GROUP, INC.
 
<TABLE>
<CAPTION>
                                                                                           NASDAQ
                                                                         NASDAQ           COMPUTER
                                                                         STOCK            AND DATA
               MEASUREMENT PERIOD                   MANUGISTICS       MARKET (U.S.       PROCESSING
             (FISCAL YEAR COVERED)                  GROUP, INC.        COMPANIES)          STOCKS
<S>                                               <C>               <C>               <C>
8/13/93                                               100.00            100.00              100.00
2/28/94                                               143.90            110.60              113.40
2/28/95                                               103.70            112.20              136.40
2/29/96                                               146.30            156.30              207.40
2/28/97                                               307.30            186.40              244.00
2/27/98                                               778.00            255.10              365.30
</TABLE>
 
   

    

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                                   SIGNATURES

   
         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Amendment No. 1 to 
this Report to be signed on its behalf by the undersigned, thereunto duly 
authorized, on July 14, 1998.
    

MANUGISTICS GROUP, INC.
(Registrant)

By:
   /s/ WILLIAM M. GIBSON
   ---------------------
William M. Gibson
President, Chief Executive Officer
and Chairman of the Board of Directors


   
         Pursuant to the requirements of the Securities Exchange Act of 1934,
this Amendment No. 1 to this Report has been signed below by the following 
persons on behalf of the Registrant and in the capacities indicated on 
July 14, 1998.
    

<TABLE>
<S>                                                      <C>

/s/ WILLIAM M. GIBSON                                    /s/ PETER Q. REPETTI
----------------------                                   ---------------------
William M. Gibson                                        Peter Q. Repetti
President, Chief Executive Officer and                   Senior Vice President and Chief Financial Officer
Chairman of the Board of Directors                       (Principal financial officer and
(Principal executive officer)                            principal accounting officer)



                                                         /s/ JOSEPH H. JACOVINI
------------------                                       -----------------------
Jack A. Arnow                                            Joseph H. Jacovini
Director                                                 Director



                                                         /s/ WILLIAM G. NELSON
---------------------                                    ----------------------
J. Michael Cline                                         William G. Nelson
Director                                                 Director


                                                         /s/ THOMAS A. SKELTON
---------------------                                    ----------------------
Lynn C. Fritz                                            Thomas A. Skelton
Director                                                 Director

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