UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-Q/A

Amendment No. 1 to Form 10-Q

(Mark One)



|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended October 31, 2008

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:
0-23057





LOGILITY, INC.

(Exact name of
registrant as specified in its charter)



|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Georgia                                                        |  | 58-2281338                          
|(State or other jurisdiction of incorporation or organization) |  | (IRS Employer Identification Number)
|                                                               | 
|470 East Paces Ferry Road, N.E., Atlanta, Georgia              |  | 30305                               
|(Address of principal executive offices)                       |  | (Zip Code)                          

(404) 261-9777

(Registrants telephone number, including area code)

None

(Former name, former address and former fiscal year, if changed since last report)

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 whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer
or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.



|                                              |  |                             
|--------------------------------------------- |  | ----------------------------
|Large Accelerated Filer   ̈                    |  | Accelerated Filer   ̈        
|Non-Accelerated Filer  x                      |  | Smaller Reporting Company   ̈
|(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act). Yes  ̈   No x

Indicate the number of shares
outstanding of each of the issuers classes of common stock, as of the latest practicable date.



|                           |  |                                
|-------------------------- |  | -------------------------------
|Classes                    |  | Outstanding at December 9, 2008
|Common Stock, no par value |  | 12,860,145 Shares              









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Form 10-Q/A

Quarter ended October 31, 2008

Index



|                            |  |         
|--------------------------- |  | --------
|                            |  | Page No.
|Part II - Other Information |  |         
|                            | 
|Item 6. Exhibits            |  | 4       



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Explanatory Note

We are filing this Amendment No. 1 on Form 10-Q/A to our Quarterly Report on Form 10-Q for the six months ended October 31, 2008 for the purpose of amending the number of Common Shares reported on the cover
page of our Form 10-Q as outstanding on December 9, 2008. We have determined that the previously reported amount of 12,885,267 was inadvertently misstated. The correct amount outstanding as of that date is 12,860,145. This correction did not
have an impact on our financial statements for any period presented.

Pursuant to Rule 12b-15 under the Securities and Exchange Act of
1934, as amended, this Amendment No. 1 also contains new certifications pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002. This Amendment No. 1 contains only the sections and exhibits to the Form 10-Q that are being
amended. The sections of and exhibits to the Form 10-Q as originally filed which are not included herein are unchanged and continue in full force and effect as originally filed. This Amendment No. 1 speaks as of the date of the original filing
of the Form 10-Q and has not been updated to reflect events occurring subsequent to the original filing date.



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PART II - OTHER INFORMATION



|Item 6. | Exhibits
|------- | --------

Exhibits 31.1-31.2. Rule
13a-14(a)/15d-14(a) Certifications

Exhibit 32.1. Section 906 Certifications

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



| |  |                         |  |                |  |     |  |                                            
| |  | ----------------------- |  | -------------- |  | --- |  | -------------------------------------------
| |  |                         |  | LOGILITY, INC.
| |  |                         |  |               
| |  | Date: December 16, 2008 |  |                |  | By: |  | /s/ J. Michael Edenfield                   
| |  |                         |  |                |  |     |  | J. Michael Edenfield                       
| |  |                         |  |                |  |     |  | President and Chief Executive Officer      
| |  |                         |  |               
| |  | Date: December 16, 2008 |  |                |  | By: |  | /s/ Vincent C. Klinges                     
| |  |                         |  |                |  |     |  |                                            
| |  |                         |  |                |  |     |  | Vincent C. Klinges                         
| |  |                         |  |                |  |     |  | Chief Financial Officer                    
| |  |                         |  |               
| |  | Date: December 16, 2008 |  |                |  | By: |  | /s/ Herman L. Moncrief                     
| |  |                         |  |                |  |     |  |                                            
| |  |                         |  |                |  |     |  | Herman L. Moncrief                         
| |  |                         |  |                |  |     |  | Controller and Principal Accounting
Officer