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                                                                EXHIBIT 10.7(e)


                       FIFTH AMENDMENT TO LEASE AGREEMENT
                 DATED MAY 1, 1992, ENTERED INTO BY AND BETWEEN
             STATE OF MARYLAND FOR THE USE OF THE BOARD OF TRUSTEES
            OF THE STATE RETIREMENT AND PENSION SYSTEM, AS LANDLORD
               (SUCCESSOR LANDLORD TO EAST JEFFERSON ASSOCIATES),
                        AND MANUGISTICS, INC., AS TENANT


         THIS FIFTH AMENDMENT TO LEASE is made this 6th day of September, 1996 
by and between STATE OF MARYLAND FOR THE USE OF THE BOARD OF TRUSTEES OF THE 
STATE RETIREMENT AND PENSION SYSTEM ("Landlord"), and MANUGISTICS, INC., a
Delaware corporation (the "Tenant").

                                   RECITALS:

         R-1. GTE Realty Corporation ("Original Landlord") and Tenant entered
into a Lease Agreement dated May 1, 1992 (the "Lease"), as amended by that
certain First Amendment to Lease Agreement dated July 19, 1993, whereby Tenant
leased from Original Landlord approximately 84,800 square feet of space in the
building situated at 2115 East Jefferson Street, Rockville, Maryland, for a
term commencing May 1, 1992 and ending April 30, 2002.

         R-2. Pursuant to paragraph 1(a) of Attachment B to the Lease,
effective as of March 1, 1993, the Premises were expanded by adding thereto an
additional 15,702 square feet of space, thereby increasing the size of the
Premises to a total of 100,582 square feet of space.

         R-3. Pursuant to that certain Second Amendment to Lease Agreement
dated April 13, 1994, the Premises were expanded by adding thereto an
additional 3,074 square feet of space increasing the total size of the Premises
to 103,656 square feet of space.

         R-4. Pursuant to that certain Third Amendment to Lease Agreement dated
May 1, 1994, the Premises were expanded by 2,552 square feet of space
increasing the total size of the Premises to 106,208 square feet of space.

         R-5. Pursuant to that certain Fourth Amendment to Lease Agreement
dated February 7, 1995, the Premises were expanded by 2,376 square feet of
space increasing the total size of the Premises to 108,584 square feet of
space.

         R-6. Pursuant to a Deed dated May 5, 1995, Landlord purchased the
subject building from East Jefferson Associates (successor Landlord to Original
Landlord) and thereby assumed all right, title and interest as Landlord under
the Lease.

         R-7. Landlord and Tenant now desire to amend the Lease to further
expand the Premises by adding thereto an additional 2,215 square feet of space.


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         NOW, THEREFORE, in consideration of the Premises, the sum of Ten
Dollars ($10.00) and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Landlord and Tenant do hereby
agree as follows:

         1.   Recitals.  The Recitals are incorporated herein by this
reference.

         2.   Expansion Space. On September 15, 1996, which is the date on which
the expansion space is being made available to Tenant, the Premises shall be
expanded by adding thereto approximately 2,215 square feet of space as shown on
Exhibit "A-1" attached hereto and made a part hereof ("Fourth Amendment
Expansion Space"), whereupon the Premises shall contain a total of 110,799
square feet of space. The term for Tenant's lease of the Fourth Amendment shall
expire on April 30, 2002, which is the termination date for the Lease of the
balance of the Premises to Tenant, subject to that certain renewal option
contained in the Lease.

         3.   Annual Base Rent. Annual Base Rent for the Fourth Amendment
Expansion Space shall be Thirty-Seven Thousand Six Hundred Fifty-Five Dollars
($37,655.00) (subject to increase pursuant to Paragraph 4(a)(iii) of the
Lease), payable in equal monthly installments of Three Thousand One Hundred
Thirty-Seven Dollars and 92/100 ($3,137.92), in advance, commencing on February
15, 1997 (for a one-half month period) and on the first day of each month
thereafter.

         4.   Tenant's Pro-Rata Share. Paragraph 4(b) of the Lease is hereby
amended to reflect that effective September 15, 1996, Tenant's Pro-Rata Share
shall be Eighty-Nine and Ninety-Four One-Hundredths Percent (89.94%).

         5.   As-Is; Improvement Allowance. Tenant, having had ample opportunity
to inspect the Fifth Amendment Expansion Space, hereby accepts said space in
"as-is" condition, without representation or warranty. No Improvement Allowance
(as defined in the Lease) shall be due to Tenant as a result of its leasing of
the Fifth Amendment Expansion Space.

         6.   Ratification. Except as modified hereinabove, the Lease, as
heretofore amended, shall be and remain in full force and effect in accordance
with its terms and is ratified and accepted by the parties hereto.






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         IN WITNESS WHEREOF, Landlord and Tenant have caused this Fifth
Amendment to be executed as of the date first above written.


WITNESS:                            LANDLORD:

                                    STATE OF MARYLAND FOR THE USE
                                    OF THE BOARD OF TRUSTEES OF THE
                                    MARYLAND STATE RETIREMENT
                                    AND PENSION SYSTEM

                                    By: LaSalle Advisors, its authorized agent


/s/ PATRICIA C. THOMPSON                By:  /s/ JAMES M. RIORDAN
-----------------------------               ---------------------------------
                                             James M. Riordan, Vice President



                                    TENANT:

                                    MANUGISTICS, INC.


                                    By: /s/ HELEN A. NASTASIA
-----------------------------          ---------------------------------
                                       Helen A. Nastasia
                                       General Counsel


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