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

SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*

MANHATTAN ASSOCIATES INC                            
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(Name of Issuer)

Common Stock, $ 0.01 par value
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(Title of Class of Securities)

562750109
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(CUSIP Number)

December 31, 2008
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(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

[X] Rule 13d-1(b)

[_] Rule 13d-1(c)

[_] Rule 13d-1(d)

*The  remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, 
and for any  subsequent  amendment  containing  information which  would  alter
the disclosures provided in a prior cover page.

The  information  required in the  remainder  of this  cover page shall  not be
deemed to be "filed" for the purpose of Section 18 of the  Securities  Exchange
Act of 1934 ("Act") or otherwise  subject to the liabilities of that section of
the Act but  shall be  subject  to all other  provisions  of the Act  (however,
see the Notes).

Page 1 of 9  

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CUSIP No. 562750109                   13G
-----------------------

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1.   Name of Reporting Person
I.R.S. Identification No. of above Person

Goldman  Sachs Asset Management 
(Goldman Sachs Asset Management,  L.P.,  together  with  GS  
Investment Strategies, LLC, "Goldman Sachs Asset Management")
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2.   Check the Appropriate Box if a Member of a Group

(a) [_]
(b) [_]
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3.   SEC Use Only

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4.   Citizenship or Place of Organization

Delaware

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5.   Sole Voting Power

Number of                 0

Shares        ----------------------------------------------------------
6.   Shared Voting Power
Beneficially
1,140,102
Owned by
----------------------------------------------------------
Each          7.   Sole Dispositive Power

Reporting                  0

Person        ----------------------------------------------------------
8.   Shared Dispositive Power
With:
1,140,102

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9.   Aggregate Amount Beneficially Owned by Each Reporting Person

1,140,102

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10.   Check if the Aggregate Amount in Row (9) Excludes Certain Shares

[_]

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11.   Percent of Class Represented by Amount in Row (9)

4.7 %

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12.   Type of Reporting Person

IA

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Page 2 of 9  

Item 1(a).         Name of Issuer:
MANHATTAN ASSOCIATES INC

Item 1(b).         Address of Issuer's Principal Executive Offices:
2300 WINDY RIDGE PKWY               
SUITE 1000               
Atlanta, GA 30339               

Item 2(a).         Name of Persons Filing:

GOLDMAN SACHS ASSET MANAGEMENT

Item 2(b).         Address of Principal Business Office or, if none, Residence:

Goldman Sachs Asset Management
32 Old Slip
New York, NY  10005

Item 2(c).         Citizenship:
GOLDMAN SACHS ASSET MANAGEMENT, L.P. - Delaware
GS INVESTMENT STRATEGIES, LLC - Delaware

Item 2(d).         Title of Class of Securities:
Common Stock, $0.01 par value

Item 2(e).         CUSIP Number:
562750109

Item 3.            If this statement is filed pursuant to Rules 13d-1(b) or
13d-2(b) or (c), check whether the person filing is a:

(a).[  ]  Broker or dealer registered under Section 15 of the Act
(15 U.S.C. 78o).

(b).[  ]  Bank as defined in Section 3(a)(6) of the Act
(15 U.S.C. 78c).

(c).[  ]  Insurance company as defined in Section 3(a)(19) of the Act
(15 U.S.C. 78c).

(d).[  ]  Investment company registered under Section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e).[X]  An investment adviser in accordance with
Rule 13d-1(b)(1)(ii)(E);
Goldman Sachs Asset Management, L.P.
GS Investment Strategies, LLC

(f).[  ]  An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F);

(g).[  ]  A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G);

(h).[  ]  A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);

(i).[  ]  A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j).[  ]  Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

Page 3 of 9  

Item 4.            Ownership.*

(a).     Amount beneficially owned:
See the response(s) to Item 9 on the attached cover page(s).

(b).     Percent of Class:
See the response(s)to Item 11 on the attached cover page(s).

(c).     Number of shares as to which such person has:

(i).    Sole power to vote or to direct  the vote:  See the
response(s) to Item 5 on the attached cover page(s).

(ii).   Shared power to vote or to direct the vote:  See the
response(s) to Item 6 on the attached cover page(s).

(iii).  Sole power to  dispose or to direct  the disposition
of:  See the response(s) to  Item 7  on the attached
cover page(s).

(iv).   Shared power to dispose or to direct the disposition
of:  See the response(s) to  Item 8  on the attached
cover page(s).

Item 5.            Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as
of the date hereof the reporting persons have ceased to be
the beneficial owners of more than five percent of the class
of securities, check the following [X].

Item 6.            Ownership of More than Five Percent on Behalf of Another
Person.
Not Applicable

Item 7.            Identification  and  Classification  of the Subsidiary Which
Acquired  the  Security  Being  Reported  on  by the  Parent
Holding Company.
Not Applicable

Item 8.            Identification and Classification of Members of the Group.
Not Applicable

Item 9.            Notice of Dissolution of Group.
Not Applicable

Item 10.           Certification.
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired
and are held in the ordinary course of business and were not
acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer
of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having
that purpose or effect.

--------------------------

* In  accordance  with  Securities  and  Exchange  Commission  Release  No.
34-39538 (January 12, 1998) (the "Release"), this filing reflects the securities
beneficially  owned by Goldman  Sachs Asset  Management,  L.P.  ("GSAM")  and GS
Investment  Strategies,  LLC  ("GSIS"),  each a  wholly-owned  subsidiary of The
Goldman Sachs Group, Inc. ("GS Group"). This filing does not reflect securities,
if any, beneficially owned by any other subsidiaries of GS Group whose ownership
is disaggregated from that of GSAM and GSIS in accordance with the Release. GSAM
and GSIS,  each an  investment  adviser,  disclaim  beneficial  ownership of the
securities  beneficially  owned by (i) any client accounts with respect to which
GSAM or GSIS or their  employees have voting or investment  discretion,  or both
and (ii)  securities  managed,  if any,  on GSAM's or  GSIS's  behalf,  by third
parties.

Page 4 of 9  

SIGNATURE

After reasonable inquiry and to the best of my knowledge
and belief,  I certify that the information set forth in
this statement is true, complete and correct.

Date:  February 9, 2009

GOLDMAN SACHS ASSET MANAGEMENT, L.P.

By:/s/  Jeremy Kahn
----------------------------------------
Name:   Jeremy Kahn
Title:  Attorney-in-fact

GS INVESTMENT STRATEGIES, LLC

By:/s/  Jeremy Kahn
----------------------------------------
Name:   Jeremy Kahn
Title:  Attorney-in-fact

Page 5 of 9  

INDEX TO EXHIBITS

Exhibit No.             Exhibit
-----------             -------
99.1          Joint Filing Agreement
99.2          Power of Attorney, relating to 
GOLDMAN SACHS ASSET MANAGEMENT, L.P.
99.3          Power of Attorney, relating to 
GS INVESTMENT STRATEGIES, LLC

Page 6 of 9  

EXHIBIT (99.1)

JOINT FILING AGREEMENT

In  accordance  with Rule  13d-1(k)(1)  promulgated  under  the  Securities
Exchange Act of 1934, the  undersigned agree to the joint filing of a Statement
on Schedule 13G (including  any and all amendments thereto) with respect to the
Common Stock, $ 0.01 par value, of MANHATTAN ASSOCIATES INC 
and further agree to the filing of this agreement  as an Exhibit thereto. 
In addition, each party to this Agreement expressly authorizes each other party
to this Agreement to file on its behalf any and all amendments to such Statement
on Schedule 13G.

Date:  February 9, 2009

GOLDMAN SACHS ASSET MANAGEMENT, L.P.

By:/s/  Jeremy Kahn
----------------------------------------
Name:   Jeremy Kahn
Title:  Attorney-in-fact

GS INVESTMENT STRATEGIES, LLC

By:/s/  Jeremy Kahn
----------------------------------------
Name:   Jeremy Kahn
Title:  Attorney-in-fact

Page 7 of 9  

EXHIBIT (99.2)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN SACHS ASSET MANAGEMENT, L.P.
(the "Company") does  hereby  make, constitute and appoint each of Ronald L.
Christopher, Dan Deluca  and  Jeremy Kahn, (and  any  other  employee of The
Goldman Sachs Group, Inc. or  one  of  its  affiliates designated in writing
by one of the attorneys-in-fact), acting individually, its  true and  lawful
attorney, to  execute  and  deliver in its  name and on its  behalf  whether
the Company is acting individually or as representative of  others, any  and
all filings required to be made by the Company under the Securities Exchange
Act of 1934, (as amended, the "Act"), with respect to securities  which  may
be  deemed to be beneficially owned by the Company under the Act, giving and
granting unto  each  said attorney-in-fact power and authority to act in the
premises as  fully and to all  intents  and purposes as the Company might or
could do if personally  present by one of its authorized signatories, hereby 
ratifying and confirming all that said attorney-in-fact shall lawfully do or
cause to be done by virtue hereof.

THIS POWER OF ATTORNEY shall  remain  in full force and effect until  either
revoked in  writing  by the undersigned or until such time  as the person or
persons to whom power of attorney  has been hereby  granted  cease(s) to  be
an employee of The Goldman Sachs Group, Inc. or one of its affiliates.

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of 
October 14, 2008.

GOLDMAN SACHS ASSET MANAGEMENT, L.P.

By:/s/ Ellen R. Porges
________________________
Name:   Ellen R. Porges
Title:  Managing Director

Page 8 of 9  

EXHIBIT (99.3)

POWER OF ATTORNEY

KNOW ALL PERSONS BY  THESE PRESENTS  that GS INVESTMENT STRATEGIES, LLC (the
"Company") does  hereby make,  constitute   and  appoint  each  of Ronald L.
Christopher, Dan Deluca  and  Jeremy  Kahn (and  any  other  employee of The
Goldman Sachs Group, Inc. or one of its  affiliates  designated  in  writing
by one of the attorneys-in-fact), acting individually, its  true and  lawful
attorney, to execute and  deliver  in its name and on its behalf whether the
Company is acting individually or as  representative of others, any and  all
filings required to be made by the Company under the Securities Exchange Act
of 1934, (as amended, the "Act"), with  respect to  securities  which may be
deemed to be  beneficially  owned  by  the Company under the Act, giving and
granting unto  each  said attorney-in-fact power and authority to act in the
premises as fully and to  all intents and  purposes  as the Company might or
could do if personally present by one of its  authorized signatories, hereby
ratifying and confirming all that said attorney-in-fact shall lawfully do or
cause to be done by virtue hereof.

THIS POWER OF ATTORNEY shall  remain  in full force and effect until  either
revoked in  writing  by the undersigned or until such time  as the person or
persons to whom power of attorney  has been hereby  granted  cease(s) to  be
an employee of The Goldman Sachs Group, Inc. or one of its affiliates.

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of 
October 14, 2008.

GS INVESTMENT STRATEGIES, LLC

By: /s/ Ellen R. Porges
___________________________
Name:   Ellen R. Porges
Title:  Managing Director

Page 9 of 9