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Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
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 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
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 O6TFKv7cYsNkYReKBNiclg==

<SEC-DOCUMENT>0001072613-03-001152.txt : 20030718
<SEC-HEADER>0001072613-03-001152.hdr.sgml : 20030718
<ACCEPTANCE-DATETIME>20030718133617
ACCESSION NUMBER:		0001072613-03-001152
CONFORMED SUBMISSION TYPE:	SC13E4F/A
PUBLIC DOCUMENT COUNT:		2
FILED AS OF DATE:		20030718

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			DESCARTES SYSTEMS GROUP INC
		CENTRAL INDEX KEY:			0001050140
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-PREPACKAGED SOFTWARE [7372]
		IRS NUMBER:				000000000
		STATE OF INCORPORATION:			A6
		FISCAL YEAR END:			0131

	FILING VALUES:
		FORM TYPE:		SC13E4F/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-57063
		FILM NUMBER:		03792743

	BUSINESS ADDRESS:	
		STREET 1:		120 RANDALL ST
		CITY:			WATERLOO ONTARIO CAN
		STATE:			A6
		BUSINESS PHONE:		5197468110

	MAIL ADDRESS:	
		STREET 1:		120 RANDALL DRIVE
		STREET 2:		WATERLOO, ONTARIO, CANADA N2V 1C6

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			DESCARTES SYSTEMS GROUP INC
		CENTRAL INDEX KEY:			0001050140
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-PREPACKAGED SOFTWARE [7372]
		IRS NUMBER:				000000000
		STATE OF INCORPORATION:			A6
		FISCAL YEAR END:			0131

	FILING VALUES:
		FORM TYPE:		SC13E4F/A

	BUSINESS ADDRESS:	
		STREET 1:		120 RANDALL ST
		CITY:			WATERLOO ONTARIO CAN
		STATE:			A6
		BUSINESS PHONE:		5197468110

	MAIL ADDRESS:	
		STREET 1:		120 RANDALL DRIVE
		STREET 2:		WATERLOO, ONTARIO, CANADA N2V 1C6
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC13E4F/A
<SEQUENCE>1
<FILENAME>sc13-e_12075c.txt
<DESCRIPTION>DESCARTES SYSTEMS GROUP SCHEDULE 13E-4F/A
<TEXT>
      As filed with the Securities and Exchange Commission on July 18, 2003

================================================================================

           Tender Offer Statement Pursuant to Section 13(e)(1) of the
            Securities Exchange Act of 1934 and Rule 13e-4 Thereunder

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 SCHEDULE 13E-4F
           Issuer Tender Offer Statement Pursuant to Section 13(e)(1)
                     of the Securities Exchange Act of 1934

                                (AMENDMENT NO. 1)
                                  -------------
                        THE DESCARTES SYSTEMS GROUP INC.
               (EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER)

                                 ONTARIO, CANADA
            (JURISDICTION OF ISSUER'S INCORPORATION OR ORGANIZATION)

                        THE DESCARTES SYSTEMS GROUP INC.
                     (NAME(S) OF PERSON(S) FILING STATEMENT)

      5.50% CONVERTIBLE UNSECURED SUBORDINATED DEBENTURES DUE JUNE 30, 2005
                         (TITLE OF CLASS OF SECURITIES)

                                       N/A
              (CUSIP NUMBER OF CLASS OF SECURITIES (IF APPLICABLE)

                        THE DESCARTES SYSTEMS GROUP INC.
                                120 RANDALL DRIVE
                                WATERLOO, ONTARIO
                                  CANADA N2V1C6
                               ATTN: COLLEY CLARKE
                                 (519) 746-6114
 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON(S) AUTHORIZED TO RECEIVE NOTICES
                     AND COMMUNICATIONS ON BEHALF OF BIDDER)

                                  JUNE 4, 2003
      (DATE TENDER OFFER FIRST PUBLISHED, SENT OR GIVEN TO SECURITYHOLDERS)

                            CALCULATION OF FILING FEE

================================================================================

           Transaction Valuation                 Amount of Filing Fee
================================================================================

             US$42,750,000 (1)                     US$3,458.48 (1)
================================================================================

(1)    The fee has been calculated pursuant to the instructions for Schedule
       13E-4F as prescribed by Section 13(e)(3) of the Securities Exchange Act
       of 1934, as amended, based on the purchase of up to US$45,000,000
       aggregate principal amount of 5.50% Convertible Unsecured Subordinated
       Debentures of The Descartes Systems Group Inc. at the maximum aggregate
       cash offer price of US$950 for each US$1,000 principal amount of such
       Debentures.

[x] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.

Amount Previously Paid: US$3,458.48                  Registration No.: 005-57063
Filing Party: The Descartes Systems Group Inc.
Form/Schedule: Schedule 13E-4F                       Date Filed: June 4, 2003
================================================================================
<PAGE>

     This Amendment No. 1, the final amendment, amends and supplements the
Schedule 13E-4F (the "Schedule 13E-4F") filed with the Securities and Exchange
Commission on June 4, 2003 by The Descartes Systems Group Inc., a company
organized under the laws of Ontario, Canada (the "Issuer") in connection with
the offer by 3078393 Nova Scotia Company (the "Offeror"), a wholly-owned
subsidiary of the Issuer, to purchase up to US$45,000,000 5.50% Convertible
Unsecured Subordinated Debentures due June 30, 2005 of the Issuer at the maximum
aggregate cash offer price of US$950 for each US$1,000 principal amount of
Debentures, upon the terms and conditions set forth in the Tender Offer Circular
dated June 2, 2003 (the "Tender Offer Circular") and in the related Letter of
Transmittal (which, together constitute the "Offer"). Capitalized terms used and
not defined herein shall have the meanings assigned to such terms in the Tender
Offer Circular and the Schedule 13E-4F.

     The Schedule 13E-4F is hereby amended and supplemented by adding the
following:

     The Offer expired at 5:00 p.m., local place of deposit, on Friday, July 11,
2003. Pursuant to the Offer, the Offeror will acquire US$45,000,000 principal
amount of the Debentures.

     Reference is hereby made to the press release issued by the Company on July
17, 2003, a copy of which is attached hereto as Exhibit 1.3 and is incorporated
herein by reference.
<PAGE>

                                     PART I

                 INFORMATION REQUIRED TO BE SENT TO SHAREHOLDERS
                 -----------------------------------------------
<PAGE>

                                     PART II

               INFORMATION NOT REQUIRED TO BE SENT TO SHAREHOLDERS
               ---------------------------------------------------

The following exhibit has been filed as part of this Schedule:

1.3         Press release dated July 17, 2003.
<PAGE>

                                    PART III

                  UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
                  ---------------------------------------------

Item 1. Undertaking.
        -----------

     The Issuer undertakes to make available, in person or by telephone,
representatives to respond to inquiries made by the Commission staff, and to
furnish promptly, when requested to do so by the Commission staff, information
relating to this Schedule or to transactions in said securities.

     The Issuer undertakes to disclose in the United States, on the same basis
as it is required to make such disclosure pursuant to applicable Canadian
federal and/or provincial or territorial laws, regulations or policies, or
otherwise discloses, information regarding purchases of the Issuer's securities
in connection with the cash tender or exchange offer covered by this Schedule.
Such information shall be set forth in amendments to this Schedule.

Item 2. Consent to Service of Process.
        -----------------------------

     Concurrently with the initial filing of this Schedule on June 4, 2003, the
Issuer filed with the Commission a written irrevocable consent and power of
attorney on Form F-X.
<PAGE>

                                   SIGNATURES

     The Descartes Systems Group Inc. consents without power of revocation that
any administrative subpoena may be served, or any administrative proceeding,
civil suit or civil action where the cause of action arises out of or relates to
or concerns any offering made or purported to be made in connection with the
filing on Schedule 13E-4F or any purchases or sales of any securities in
connection therewith, may be commenced against it in any administrative tribunal
or in any appropriate court in any place subject to the jurisdiction of any
state or of the United States by service of said subpoena or process upon the
registrant's designated agent.

     After due 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.

                                             THE DESCARTES SYSTEMS GROUP INC.


                                             By:    /s/ Colley Clarke
                                                    ----------------------------
                                             Name:  Colley Clarke
                                             Title: Executive Vice-President,
                                                    Finance and Chief Financial
                                                    Officer

Dated: July 18, 2003
<PAGE>

                                  EXHIBIT INDEX

  Exhibit
  Number              Description
  ------              -----------

   1.1*               Form 40-F (previously filed with the U.S. Securities and
                      Exchange Commission on July 17, 2002 and incorporated
                      herein by reference).

   1.2*               Securities Act (Quebec) Report Under Section 189.1.3.

   1.3                Press Release dated July 17, 2003.

* Previously filed with the Commission.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1.3
<SEQUENCE>3
<FILENAME>exh1-3_12075.txt
<DESCRIPTION>PRESS RELEASE DATED JULY 17, 2003
<TEXT>
                                                                     EXHIBIT 1.3
                                                                     -----------

[DESCARTES LOGO]                                                         NEWS



CONTACT INFORMATION:
PUBLIC RELATIONS                                 INVESTOR RELATIONS
Kimberley Emmerson                               Chaya Cooperberg
(519) 746-6114, ext. 2562                        (519) 746-6114 ext. 2757
kemmerson@descartes.com                          ccooperberg@descartes.com
- -----------------------                          -------------------------



           THE DESCARTES SYSTEMS GROUP INC. ANNOUNCES FINAL RESULTS OF
                      COMMON SHARE AND DEBENTURE PURCHASES

TORONTO, ONTARIO, JULY 17, 2003 -- The Descartes Systems Group Inc.,
(Nasdaq:DSGX), (TSX:DSG), today announced the final results of its offer dated
June 2, 2003 to purchase for cancellation a total of 11,578,000 Common Shares.
The offer for the Common Shares expired at 5:00 p.m. ET (Toronto time) on July
11, 2003.

Based on final reports on the response to its offer to purchase Common Shares,
the number of Common Shares validly deposited at or below the purchase price as
at the expiration date of the offer for Common Shares was 12,975,385. As a
result, shareholders who deposited Common Shares at or below the purchase price
of CDN$3.20 had approximately 89.2% of their Common Shares bought back at the
purchase price, subject to adjustments to avoid the creation of fractional
Common Shares.

The Common Shares purchased represent approximately 22% of Descartes'
outstanding Common Shares. After giving effect to the purchase and cancellation
of such Common Shares, Descartes will have 40,653,711 Common Shares outstanding.

Descartes also announced today the final results of the offer dated June 2, 2003
by 3078393 Nova Scotia Company, a wholly-owned subsidiary of Descartes, to
purchase U.S.$45 million of Descartes' outstanding 5.50% Convertible Unsecured
Subordinated Debentures due June 30, 2005 ("Debentures") at a purchase price of
U.S.$950 per U.S.$1,000 principal amount of Debentures, plus accrued and unpaid
interest (calculated at U.S.$2.56 per U.S.$1,000 principal amount of
Debentures). The offer for the Debentures also expired at 5:00 p.m. ET (Toronto
time) on July 11, 2003.

Based on final reports on the response to its offer, U.S.$67,953,000 of
Debentures were validly deposited pursuant to the offer to purchase the
Debentures. As a result, holders of Debentures who deposited to the offer had
approximately 66.2% of the principal amount of their Debentures purchased at the
purchase price, subject to adjustments to avoid the creation of fractional
Debentures.

The Debentures purchased by 3078393 Nova Scotia Company represent approximately
62.5% of the aggregate principal amount of outstanding Debentures. After giving
effect to the purchase of such Debentures, U.S.$26,995,000 aggregate principal
amount of Debentures will be held by holders of Debentures other than 3078393
Nova Scotia Company.
<PAGE>

[DESCARTES LOGO]                                                         NEWS




ABOUT DESCARTES
The Descartes Systems Group Inc. (Nasdaq:DSGX) (TSX:DSG) is a trusted provider
of logistics solutions. In more than 60 countries Descartes' leading logistics
solutions drive operational efficiency and enhance customer responsiveness for
global organizations. For more information, visit WWW.DESCARTES.COM.

All registered and unregistered trademarks mentioned in this release are the
property of their respective owners.

                                       ###

This news release may contain forward-looking statements which involve known and
unknown risks, uncertainties and other factors that may cause the actual
results, performance or achievements of the Company, or the developments in the
Company's business or its industry, to differ materially from the anticipated
results, performance, achievements or developments expressed or implied by such
forward-looking statements. Such factors include, regulatory oversight of the
offers and other factors discussed in the section entitled "Risk Factors" in
documents filed with the Securities and Exchange Commission, the Ontario
Securities Commission and other securities commissions across Canada.
Forward-looking statements are based on management's current plans, estimates,
opinions and projections as of the date they are made, and the Company does not
undertake to update forward-looking statements if assumptions of these plans,
estimates, opinions or projections should change.

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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