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

                                    Form 8-K

                                  CURENT REPORT

      Pursuant to Section 13 or 15(d) of the Securities Exchange at of 1934


Date of Report (Date of earliest event reported):           May 7, 2002


                              i2 Technologies, Inc.
             (Exact name of registrant as specified in its charter)


               Delaware                     0-28030              75-2294945
     (State or other jurisdiction         (Commission        (I.R.S. Employer
           of incorporation)              File Number)      Identification No.)

             One i2 Place
            11701 Luna Road
             Dallas, Texas                                         75234
         (Address of principal                                   (Zip Code)
          executive offices)


Registrant's telephone number, including area code:         (469) 357-1000



ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

Our Audit Committee of the Board of Directors annually considers and recommends
to the Board the selection of our independent public accountants. As recommended
by our Audit Committee, on May 7, 2002 our Board of Directors appointed Deloitte
& Touche LLP to serve as our independent public accountants, replacing our
former independent public accountants Arthur Andersen LLP ("Andersen"),
effective immediately.

Andersen's reports on our consolidated financial statements for the past two
years did not contain an adverse opinion or disclaimer of opinion, nor were they
qualified or modified as to uncertainty, audit scope or accounting principles.

During our two most recent fiscal years and through the date of this Current
Report on Form 8-K, there were no disagreements with Andersen on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure which, if not resolved to Andersen's satisfaction, would have
caused them to make reference to the subject matter in connection with their
reports on our consolidated financial statements and supporting schedules for
such years; and there were no reportable events, as listed in Item 304(a)(1)(v)
of Regulation S-K.

We provided Andersen with a copy of the foregoing disclosures. Attached as
Exhibit 16.1 is a copy of Andersen's letter, dated May 8, 2002, stating their
agreement with such statements.

During our two most recent fiscal years and through the date of this Current
Report on Form 8-K, we did not consult Deloitte & Touche LLP with respect to the
application of accounting principles to a specified transaction, either
completed or proposed, or the type of the audit opinion that might be rendered
on our consolidated financial statements, or any other matters or reportable
events listed in Items 304 (a)(2)(i) and (ii) of Regulation S-K.

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

  (c) Exhibits

      16.1 Letter from Arthur Andersen LLP to the Securities and Exchange
           Commission dated May 8, 2002.

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                                   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, hereunto duly authorized.

     i2 TECHNOLOGIES, INC.

     Dated: May 8, 2002



     By:        /s/ WILLIAM M. BEECHER
             ------------------------------------
                     William M. Beecher
                 Executive Vice President and
                    Chief Financial Officer

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                                INDEX TO EXHIBITS

      Exhibit
      Number        Description
      ------        -----------

       16.1         Letter from Arthur Andersen LLP to the Securities and
                    Exchange Commission dated May 8, 2002

                                       4