Filed with the Securities and Exchange Commission on December ___, 2002

Registration No. 333-     

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

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

JDA Software Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware	86-0787377
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

14400 North 87th Street
Scottsdale, Arizona 85260-3649

(Address of principal executive offices) (Zip code)

JDA Software Group, Inc
1999 Employee Stock Purchase Plan

(Full title of the plan)

James D. Armstrong, Chief Executive Officer
JDA Software Group, Inc.
14400 North 87th Street
Scottsdale, Arizona 85260-3649

(Name and address of agent for service)

Telephone number, including area code, of agent for service: (480) 308-3000

This registration statement shall hereafter become effective in accordance with Rule 462 promulgated under the Securities Act of 1933, as amended.

TABLE OF CONTENTS

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
	Item 3. Incorporation of Documents by Reference
	Item 4. Description of Securities
	Item 5. Interests of Named Experts and Counsel
	Item 6. Indemnification of Directors and Officers
	Item 7. Exemption From Registration Claimed
	Item 8. Exhibits
	Item 9. Undertakings
SIGNATURE
EXHIBIT INDEX
EX-5
EX-23.2

CALCULATION OF REGISTRATION FEE

			Proposed maximum		Proposed maximum
Title of securities	Amount		offering price per		aggregate offering		Amount of
to be registered1	to be registered2		share3		price3		registration fee
1999 Employee Stock Purchase Plan Common Stock ($0.01 par value)		750,000	$	9.18	$	6,885,000.00	$	633.42

¹ The securities to be registered include purchase rights to acquire Common Stock.

² In addition, pursuant to Rule 416 under the Securities Act of 1933, as amended, this Registration Statement shall also cover any additional shares of Common Stock which become issuable under the plans listed above by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of the Company’s outstanding shares of Common Stock.

³ Estimated solely for the purpose of computing the amount of the registration fee under Rule 457 of the Securities Act of 1933, as amended. The 1999 Employee Stock Purchase Plan establishes a purchase price equal to 85% of the fair market value of the Company’s Common Stock and, therefore, the price for purchase rights under this plan is based upon 85% of the average of the high and low prices of the Common Stock on December 13, 2002 as reported on the Nasdaq National Market.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

          JDA Software Group, Inc. (the “Company”) hereby incorporates by reference in this registration statement the following documents:

          (a) The contents on Form S-8 (File Number 333-30154) pursuant to which shares of common stock of the Company relating to the 1999 Employee Stock Purchase Plan were initially registered.

          (b) The Company’s Annual Report on Form 10-K for the year ended December 31, 2001, as filed with the Commission on April 2, 2002 (File Number 000-27876);

          (c) All other reports filed by the Company pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) since the end of the fiscal year covered by the document referred to in (a) above; and

          (d) The description of the Company’s Common Stock contained in the Company’s Registration Statement on Form 8-A, filed pursuant to Section 12 of the Exchange Act, including any amendment or report filed for the purpose of updating such description.

          All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to this registration statement which indicates that all securities offered hereby have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing of such documents.

Item 4. Description of Securities

          The class of securities to be offered is registered under Section 12 of the Exchange Act.

Item 5. Interests of Named Experts and Counsel

          Inapplicable.

Item 6. Indemnification of Directors and Officers

          The Company’s Third Restated Certificate of Incorporation and First Amended and Restated Bylaws provide that the Company shall indemnify its directors, officers, employees

and agents to the full extent permitted by Delaware law, including in circumstances in which indemnification is otherwise discretionary under Delaware law. In addition, the Company has entered into separate indemnification agreements with its directors and officers which would require the Company, among other things, to indemnify them against certain liabilities which may arise by reason of their status or service (other than liabilities arising from willful misconduct of a culpable nature), to advance their expenses incurred as a result of any proceeding against them as to which they could be indemnified and to maintain directors’ and officers’ liability insurance, if available on reasonable terms.

          These indemnification provisions may be sufficiently broad to permit indemnification of the Company’s officers and directors for liabilities (including reimbursement of expenses incurred) arising under the Securities Act.

Item 7. Exemption From Registration Claimed

          Inapplicable.

Item 8. Exhibits

          See Exhibit Index.

Item 9. Undertakings

          (a) Rule 415 Offering

          The undersigned registrant hereby undertakes:

          (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

               (i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

               (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement;

               (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(l)(ii) do not apply if the registration statement is on Form S-3 or Form S-8, and the information required to be included in a post-

effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

          (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

          (b) Filing incorporating subsequent Exchange Act documents by reference

          The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

          (h) Request for acceleration of effective date or filing of registration statement on Form S-8

          Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURE

     Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Scottsdale, State of Arizona, on December 17, 2002.

JDA SOFTWARE GROUP, INC.
By:	/s/ James D. Armstrong
	James D. Armstrong Chief Executive Officer

POWER OF ATTORNEY

     The officers and directors of JDA Software Group, Inc. whose signatures appear below, hereby constitute and appoint James D. Armstrong and Kristen L. Magnuson, and each of them, their true and lawful attorneys and agents, with full power of substitution, each with power to act alone, to sign and execute on behalf of the undersigned any amendment or amendments to this registration statement on Form S-8, and each of the undersigned does hereby ratify and confirm all that each of said attorney and agent, or their or his substitutes, shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated on December 17, 2002.

Signature	Title
/s/ James D. Armstrong
	Chief Executive Officer and Chairman of the Board
James D. Armstrong	(Principal Executive Officer)
/s/ Kristen L. Magnuson
	Executive Vice President, Chief Financial Officer and
Kristen L. Magnuson	Secretary (Principal Financial and Accounting Officer)
/s/ J. Michael Gullard
J. Michael Gullard	Director
William C. Keiper
William C. Keiper	Director
Jock Patton
Jock Patton	Director
/s/ Douglas G. Marlin
Douglas G. Marlin	Director

EXHIBIT INDEX

4.1	Third Restated Certificate of Incorporation of the Company is incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2002, as filed with the Securities and Exchange Commission on November 12, 2002 (File No. 000-27876).
4.2	First Amended and Restated Bylaws of the Company are incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1998, as filed with the Securities and Exchange Commission on August 14, 1998 (File No. 000-27876).
5	Opinion re legality
23.1	Consent of Counsel (included in Exhibit 5)
23.2	Independent Auditors’ Consent
24	Power of Attorney (included in signature pages to this registration statement)