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Exhibit 10.35

December 14, 2001

Mr. Everett G. Plante, Jr.
1327 Pine Chase Grove
Houston, Texas 77055

Dear Everett:

On behalf of Manugistics, Inc., as well as its parent company, Manugistics
Group, Inc. and the Board of Directors of both, we are very pleased to confirm
our verbal offer for the position of Senior Vice President, Engineering &
Technology Solutions as of December 14, 2001, reporting to the President and/or
Senior Vice President, Product Development.

Cash Compensation.As Senior Vice President, your annual base salary is
$200,000 and will be payable in accordance with company policy. Your annual
salary is currently subject to reduction under Operation Manugistics Pulls
Together as further detailed in the attached document. Under this program, your
salary will be $170,000. This program is currently scheduled to end March 15,
2002, but may be extended depending on circumstances at the time.

In addition, you are eligible to receive an annual incentive bonus of up to
100% of your annual base salary payable quarterly. The incentive bonus is
payable as follows: 50% based on the financial performance of the Company
which will be defined by the Executive Committee and approved by the Board and
50% based upon management objectives subject to changes in Company policy. The
management objectives based bonuses will be payable under the plan submitted by
you within the first ninety (90) days of your employment and approved by the
President. During the first twelve (12) months of your employment with the
Company, you will earn a minimum of fifty percent (50%) of the bonuses, payable
to you on a quarterly basis. Your first performance evaluation will be
March 2003 in accordance with Company policy.

Stock Options.Subject to approval of the Compensation Committee of the Board
of Directors, we are also pleased to offer you a Stock Option package as
follows:

An option, granted as of your date of hire, to purchase 150,000 shares of
Manugistics Group, Inc. common stock (Manugistics Stock) in accordance with
the Manugistics 1998 Stock Option Plan. The vesting period for the stock
options under this first option shall commence on the date of grant and vest
over a four (4) year period, in equal monthly increments.

Location.This position will be based out of our Rockville, MD headquarters.
We will also assist you with your relocation; further details will follow.





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Mr. Everett G. Plante, Jr.
December 14, 2001
Page Two

Benefits.Effective on your first day of employment and as a key executive in
the Company, you shall receive the comprehensive Manugistics benefits program
in accordance with the Companys written plans and which includes:



| |  | Stock Options  as set forth above               
|- |  | -------------------------------------------------
| 
| |  | Employee Stock Purchase Plan                     
| 
| |  | 401(k) Retirement Plan                           
| 
| |  | Comprehensive Medical Care                       
| 
| |  | Dental Care                                      
| 
| |  | Employee Vision Care                             
| 
| |  | Life/Accidental Death and Dismemberment Insurance
| 
| |  | Long-Term Disability Insurance                   

Manugistics will obtain a supplemental life insurance policy of $700,000 on
your behalf. With the standard employee benefit and the supplemental policy,
your life insurance amount will be $1,000,000. The supplemental life benefit
is effective within three months of your hire date. Additional information on
these and other valuable benefits is enclosed for your reference.

Change of Control.In the event that the Company has a change of control, (a)
fifty percent (50%) of the outstanding Option shall vest immediately if your
responsibilities are not affected and (b) one hundred percent (100%) of the
outstanding Option shall vest immediately 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, Engineering & Technology Solutions). For
this purpose, a change in control means a change in ownership of fifty-one
percent (51%) of the Companys voting stock. This right shall be in addition to
and not in limitation of any other rights you may have under the terms of the
1998 Stock Option Plan.

Termination.If the Company terminates your employment for reasons other than
cause, you will receive your base salary and benefits in accordance with the
Companys payroll practices for the equivalent of a six (6) month period
commencing on your termination date; provided that the foregoing salary and
benefits will cease immediately if you begin alternative employment during this
sixth month period. Any period during which you are receiving these payments
and benefits is called your severance period. You are not entitled to
receive (1) any bonus based on financial performance of sales growth, earnings,
or management objectives, or (2) your quarterly bonus during the severance
period. During your severance period, the option granted to you hereunder will
continue to vest in accordance with its terms.

Final Determination by Board.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.

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

Arbitration.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.





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Mr. Everett G. Plante, Jr.
December 14, 2001
Page Three

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 attached Employment Eligibility Verification
form. Please read this and the enclosed Manugistics, Inc. Conditions of
Employment.

Please signify your acceptance by signing and dating this letter, the two
copies of the Manugistics, Inc. Conditions of Employment and the top portion
of the attached New Employee Information Sheet and returning these documents to
Human Resources. Please keep one copy of the signed Manugistics, Inc.
Conditions of Employment for your records.

We look forward to your joining Manugistics as Senior Vice President and we are
confident that the association will be mutually rewarding.

Sincerely,

/s/ Richard F. Bergmann

Richard F. Bergmann

Accepted by Everett G. Plante, Jr.:

/s/ Everette G. Plante,
Jr.
Everett G. Plante, Jr.

January 9,
2002
Date