Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Harvey John
 2. Date of Event Requiring Statement (Month/Day/Year)
02/13/2007		 3. Issuer Name and Ticker or Trading Symbol
I2 TECHNOLOGIES INC [ITWO]
(Last)
(First)
(Middle)
C/O I2 TECHNOLOGIES, INC., 11701 LUNA ROAD		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
VP & General Counsel
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

DALLAS, TX 75234		 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 Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options (Right to Buy) 02/13/2007 08/29/2012 Common Stock 600 $ 22.5 D  
Stock Options (Right to Buy) 02/13/2007(1) 06/20/2014 Common Stock 480 $ 24 D  
Stock Options (Right to Buy) 02/13/2007(1) 06/20/2014 Common Stock 264 $ 24 D  
Stock Options (Right to Buy) 02/13/2007(2) 12/19/2014 Common Stock 240 $ 16.75 D  
Stock Options (Right to Buy) 02/13/2007(3) 05/16/2015 Common Stock 863 $ 7.54 D  
Stock Options (Right to Buy) 02/13/2007(3) 05/16/2015 Common Stock 1,000 $ 7.54 D  
Stock Options (Right to Buy) 02/13/2007(4) 05/14/2015 Common Stock 1,120 $ 12.8 D  
Stock Options (Right to Buy) 02/13/2007(4) 05/14/2016 Common Stock 450 $ 12.8 D  
Restricted Stock Units 05/15/2007(5)   (5) Common Stock 343 $ (7) D  
Restricted Stock Units 08/21/2007(6)   (6) Common Stock 2,500 $ (7) D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Harvey John
C/O I2 TECHNOLOGIES, INC.
11701 LUNA ROAD
DALLAS, TX 75234		       VP & General Counsel  

Signatures

Robin Gunter, Attorney-in-Fact 02/21/2007
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) Award of stock option grant pursuant to the i2 Technologies, Inc. 1995 Stock Option/Stock Issuance Plan. Such award is vested and exercisable as to 1% of the underlying shares; 24% of the underlying shares shall vest and become exercisable on June 21, 2005; the remaining shares shall vest and become exercisable in 36 equal monthly installments thereafter.
(2) Award of stock option grant pursuant to the i2 Technologies, Inc. 1995 Stock Option/Stock Issuance Plan. Such award is vested and exercisable as to 1% of the underlying shares; 24% of the underlying shares shall vest and become exercisable on December 20, 2005; the remaining shares shall vest and become exercisable in 36 equal monthly installments thereafter.
(3) Award of stock option grant pursuant to the i2 Technologies, Inc. 1995 Stock Option/Stock Issuance Plan. Such award is vested and exercisable as to 1% of the underlying shares; 24% of the underlying shares shall vest and become exercisable on May 17, 2006; the remaining shares shall vest and become exercisable in 36 equal monthly installments thereafter.
(4) Award of stock option grant pursuant to the i2 Technologies, Inc. 1995 Stock Option/Stock Issuance Plan. Such award is vested and exercisable as to 1% of the underlying shares; 24% of the underlying shares shall vest and become exercisable on May 15, 2007; the remaining shares shall vest and become exercisable in 36 equal monthly installments thereafter.
(5) Award of restricted stock units pursuant to the i2 Technologies, Inc. 1995 Stock Option/Stock Issuance Plan. The units vest in two equal annual installments on May 15, 2007 and 2008.
(6) Award of restricted stock units pursuant to the i2 Technologies, Inc. 1995 Stock Option/Stock Issuance Plan. The restricted stock units vest as to 33% of the underlying securities on August 21, 2007; the remaining 67% shall vest on August 21, 2008.
(7) Each restricted stock unit represents a contingent right to receive one share of ITWO common stock

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