PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following documents are incorporated herein by reference:

	(a)		the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2002, filed with the Commission on March 31, 2003 (File No. 000-23999);
	(b)		the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2003, filed with the Commission on May 15, 2003 (File No. 000-23999);
	(c)		the description of the Registrant’s common stock, $.01 par value per share, contained in the Registrant’s Registration Statement on Form 8-A, filed with the Commission on April 6, 1998 (File No. 000-23999); and
	(d)		the Registrant’s Registration Statements on Form S-8, filed with the Commission on August 4, 1998 (File No. 333-60635), September 14, 2000 (File No. 333-45802) and September 5, 2001 (File No. 333-68968).

     All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act of 1934, as amended, subsequent to the date of this Registration Statement and prior to the termination of the offering of the securities offered hereby shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof.

     Section 11(a) of the Securities Act of 1933, as amended (the “Securities Act”), provides that if any part of a registration statement at the time such part becomes effective contains an untrue statement of a material fact or an omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, any person acquiring a security pursuant to such registration statement (unless it is proved that at the time of such acquisition such person knew of such untruth or omission) may assert a claim against, among others, every accountant who has consented to be named as having prepared or certified any part of the registration statement, or as having prepared or certified any report or valuation that is used in connection with the registration statement, with respect to such statements in such registration statement, report or valuation if they purport to have been prepared or certified by the accountant.

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     On April 24, 2002, the Registrant determined not to renew the engagement of Arthur Andersen LLP (“Andersen”) as its independent auditor and retained Ernst & Young LLP as its independent auditors with respect to the audit of the Registrant’s consolidated financial statements for the fiscal year ending December 31, 2002. The consolidated financial statements of the Registrant as of December 31, 2000 and 2001, which are included in the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002 and incorporated by reference in this Registration Statement on Form S-8, were audited by Andersen. After reasonable efforts, the Registrant was unable to obtain Andersen’s written consent to the incorporation by reference into this Registration Statement of Andersen’s audit report with respect to these consolidated financial statements. Under these circumstances, Rule 437a under the Securities Act permits the Registrant to file this Registration Statement without a written consent from Andersen. As a result, Andersen will not have any liability under Section 11(a) of the Securities Act for any untrue statements of material fact contained in the financial statements audited by Andersen or any omissions of a material fact required to be stated therein. Accordingly, you would be unable to assert a claim against Andersen under Section 11(a) of the Securities Act for any purchases of securities under this Registration Statement. In addition, the ability of Andersen to satisfy any claims (including claims arising from Andersen’s provision of auditing and other services to the Registrant) may be limited as a practical matter due to recent events regarding Andersen. To the extent provided in Section 11(b)(3)(C) of the Securities Act, however, other persons who may be liable under Section 11(a) of the Securities Act, including the Registrant’s officers and directors, may still rely on Andersen’s original audit reports as being made by an expert for purposes of establishing a due diligence defense under Section 11(b) of the Securities Act.

     The Registrant hereby undertakes to provide without charge to each person to whom a prospectus relating to this Registration Statement is delivered, upon the written or oral request of any such person, a copy of any and all of the foregoing documents incorporated herein by reference (other than exhibits to such documents that are not specifically incorporated by reference into the information that this Registration Statement incorporates). Written or telephone requests should be directed to Investor Relations Department, Manhattan Associates, Inc., 2300 Windy Ridge Parkway, Suite 700, Atlanta, Georgia 30339; (770) 955-7070.

Item 8. Exhibits.

     The following exhibits are filed with or incorporated by reference into this Registration Statement pursuant to Item 601 of Regulation S-K:

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