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                                                                     EXHIBIT 4.8


                                AMENDMENT NO. 5
                                       TO
                           MANHATTAN ASSOCIATES, INC.
                              STOCK INCENTIVE PLAN


         The Manhattan Associates, Inc. Stock Incentive Plan (the "Plan") is
hereby amended as follows:

         1.       Increase in Authorized Shares.  Section 3 of the Plan is
hereby amended by deleting "9,000,000" in the first sentence thereof and
substituting "10,659,453" in its place, so that the first sentence reads: "The
initial number of Shares reserved for issuance under this Plan shall be
10,659,453, as adjusted pursuant to Section 11, less the number of Shares
subject to options issued under the Manhattan Associates, LLC Option Plan (the
"LLC Plan")."

         2.       Effective Date.  The effective date of this Amendment shall
be April 17, 2001, provided, the shareholders of the Company approve this
Amendment within 12 months after such effective date. Any Stock Incentives
granted under the Plan as amended hereby before the date of such approval
automatically shall be granted subject to such approval.

         IN WITNESS WHEREOF, the Company has caused this Amendment No. 5 to the
Manhattan Associates, Inc. Stock Incentive Plan to be executed on the Effective
Date.

                                    MANHATTAN ASSOCIATES, INC.


                                    By: /s/ Richard M. Haddrill
                                        ----------------------------------------
                                        Richard M. Haddrill
                                        President and Chief Executive Officer


Attest:

/s/ David K. Dabbiere
----------------------------------
David K. Dabbiere
Secretary