Room 4561

      February 8, 2006

Mr. Steven R. Norton
Senior Vice President and Chief Financial Officer
Manhattan Associates, Inc.
2300 Windy Ridge Parkway Suite 700
Atlanta, GA 30399

      Re:	Manhattan Associates, Inc.
		Form 8-K
      Filed February 8, 2006
      File No. 000-23999

Dear Mr. Norton:

      We have reviewed the above referenced filing and have the
following comments.  Please note that we have limited our review
to
the matters addressed in the comments below.  Where indicated, we
think you should revise your document in response to this
comments.
If you disagree, we will consider your explanation as to why our
comment is inapplicable or a revision is unnecessary.  Please be
as
detailed as necessary in your explanation.  In our comment, we ask
you to provide us with supplemental information so we may better
understand your disclosure.  After reviewing this information, we
may
or may not raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.











Form 8-K Filed on February 8, 2006
1. We have read your non-GAAP disclosures that were furnished in
the
Form 8-K filed on February 8, 2006.  Please explain to us how have
complied with Item 10(e)(1)(i)(A) of Regulation S-K when
presenting
"Adjusted earnings per share for the quarter ended December 31,
2005"
within the "Key Financial Highlights" section of your earnings
release.  In this regard, it does not appear that you have
disclosed,
with equal or greater prominence, the most directly comparable
measure calculated and presented in accordance with GAAP.
2. We note no substantive disclosure that addresses the
disclosures
in Questions 8 and 9 of the Frequently Asked Questions Regarding
the
Use of Non-GAAP Financial Measures.  For example, your disclosure
does not explain the manner in which management uses the non-GAAP
measures and the economic substance behind that decision, why it
is
useful to an investor to segregate each of the items for which
adjustments are made, or how your presentation enables an investor
to
analyze the additional financial and business trends. Further, you
have not disclosed the material limitations associated with the
measures or the manner in which management compensates for such
limitations.  Note that we believe that detailed disclosures
should
be provided for each adjustment to your GAAP results.  Please
explain
to us how you have complied with this guidance.

      As appropriate, please amend your filing and respond to this
comment within 10 business days or tell us when you will provide
us
with a response.  Please submit all correspondence and
supplemental
materials on EDGAR as required by Rule 101 of Regulation S-T.  You
may wish to provide us with marked copies of any amendment to
expedite our review.  Please furnish a cover letter with any
amendment that keys your responses to our comment and provides any
requested information.  Detailed cover letters greatly facilitate
our
review.  Please understand that we may have additional comments
after
reviewing any amendment and your responses to our comment.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed decision.  Since the company and
its management are in possession of all facts relating to a
company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

      In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      You may contact Mark Kronforst, Senior Staff Accountant, at
(202) 551-3451 or me at (202) 551-3489 if you have any questions
regarding our comments.


								Sincerely,



								Brad Skinner
								Accounting Branch Chief
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Mr. Steven R. Norton
Manhattan Associates, Inc.
February 8, 2006
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