Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
CHATTERJEE PALLAB K
   2. Issuer Name and Ticker or Trading Symbol
I2 TECHNOLOGIES INC [ITWO] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP, Sol Ops, Ch Del Officer
(Last)
(First)
(Middle)
I2, 11701 LUNA ROAD		 3. Date of Earliest Transaction (Month/Day/Year)
05/31/2006
(Street)

DALLAS, TX 75234		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (1) 05/31/2006 05/31/2006 A   11,600   05/15/2007(2)   (2) Common Stock 11,600 (3) 11,600 D  
Stock Options (Right to Buy)` $ 46.25 05/31/2006 05/31/2006 D     800   (4) 12/14/2013 Common Stock 800 (5) 0 D  
Stock Options (Right to Buy) $ 46.25 05/31/2006 05/31/2006 D     25,739   (4) 12/14/2013 Common Stock 25,739 (6) 0 D  
Stock Options (Right to Buy) $ 52.5 05/31/2006 05/31/2006 D     18,000   (7) 11/16/2013 Common Stock 18,000 (8) 0 D  
Stock Options (Right to Buy) $ 143.75 05/31/2006 05/31/2006 D     4,000   (9) 02/17/2012 Common Stock 4,000 (10) 0 D  
Stock Options (Right to Buy) $ 160 05/31/2006 05/31/2006 D     6,000   (11) 11/25/2011 Common Stock 6,000 (12) 0 D  
Stock Options (Right to Buy) $ 181.75 05/31/2006 05/31/2006 D     800   (13) 11/15/2011 Common Stock 800 (14) 0 D  
Stock Options (Right to Buy) $ 104.5 05/31/2006 05/31/2006 D     9,999   (15) 10/29/2011 Common Stock 9,999 (16) 0 D  
Stock Options (Right to Buy) $ 405.5 05/31/2006 05/31/2006 D     16,000   (17) 04/26/2011 Common Stock 16,000 (18) 0 D  
Stock Options (Right to Buy) $ 958.59 05/31/2006 05/31/2006 D     42,000   (19) 01/11/2010 Common Stock 42,000 (20) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
CHATTERJEE PALLAB K
I2
11701 LUNA ROAD
DALLAS, TX 75234		       EVP, Sol Ops, Ch Del Officer  

Signatures

 Robin Gunter, Attorney-in-Fact   06/02/2006
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Each restricted stock unit represents a contingent right to receive one shares of ITWO common stock.
(2) The restricted stock units vest in two equal annual installments beginning May 15, 2007.
(3) On May 31, 2006, i2 Technologies canceled, pursuant to i2's Option Exchange Program, various option grants issued to the reporting person totalling 123,338 shares with exercise prices of $46.25 and above. In exchange for these options, the reporting person received a grant for 11,600 restricted stock units.
(4) The canceled option provided for vesting as to 1% on 12-15-2003; 24% on 12-15-2004; the remaining shares vested in 36 equal monthly installments thereafter.
(5) Pursuant to i2's Option Exchange Program, in exchange for this option, reporting person received 160 restricted stock units.
(6) Pursuant to i2's Option Exchange Program, in exchange for this option, reporting person received 5,147 restricted stock units.
(7) The canceled option provided for vesting as to 1% on 11-17-2003; 24% on 02-17-2004; the remaining shares vested in 36 equal monthly installments thereafter.
(8) Pursuant to i2's Option Exchange Program in exchange for this option, reporting person received 3,600 restricted stock units.
(9) The canceled option provided for vesting as to 25% on 02-18-2003; the remaining shares vested in 36 equal monthly installments thereafter.
(10) Pursuant to i2's Option Exchange Program, in exchange for this option, reporting person received 363 restricted stock units.
(11) The canceled option provided for vesting as to 12.5% on 05-26-2002; the remaining shares vested in 42 equal monthly installments thereafter.
(12) Pursuant to i2's Option Exchange Program, in exchange for this option, reporting person received 545 restricted stock units.
(13) The canceled option provided for vesting in 24 equal monthly installments beginning 12-16-2001.
(14) Pursuant to i2's Option Exchange Program, in exchange for this option, reporting person received 72 restricted stock units.
(15) The canceled option provided for vesting as to 12.5% on 04-30-2002; the remaining shares vested in 42 equal monthly installments thereafter.
(16) Pursuant to i2's Option Exchange Program, in exchange for this option, reporting person received 908 restricted stock units.
(17) The canceled option provided for vesting as to 12.5% on 10-27-2001; the remaining shares vested in 42 equal monthly installments thereafter.
(18) Pursuant to i2's Option Exchange Program, in exchange for this option, reporting person received 222 restricted stock units.
(19) The canceled option provided for vesting in four equal annual installments beginning 01-12-2001.
(20) Pursuant to i2's Option Exchange Program, in exchange for this option, reporting person received 583 restricted stock units.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.