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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0001072613-05-001701.txt : 20050711
<SEC-HEADER>0001072613-05-001701.hdr.sgml : 20050711
<ACCEPTANCE-DATETIME>20050711165305
ACCESSION NUMBER:		0001072613-05-001701
CONFORMED SUBMISSION TYPE:	6-K
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20050711
FILED AS OF DATE:		20050711
DATE AS OF CHANGE:		20050711

FILER:

	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:		6-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-29970
		FILM NUMBER:		05948582

	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>6-K
<SEQUENCE>1
<FILENAME>form6-k_13672.txt
<DESCRIPTION>FORM 6-K  (JULY, 2005)
<TEXT>
================================================================================

                                   ___________

                                    FORM 6-K
                                   ___________


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

                        REPORT OF FOREIGN PRIVATE ISSUER

                     PURSUANT TO RULE 13A-16 OR 15D-16 UNDER
                       THE SECURITIES EXCHANGE ACT OF 1934

                           For the month of July, 2005





                        THE DESCARTES SYSTEMS GROUP INC.
- --------------------------------------------------------------------------------
                 (Translation of registrant's name into English)


                                120 RANDALL DRIVE
                                WATERLOO, ONTARIO
                                 CANADA N2V 1C6
- --------------------------------------------------------------------------------
                     (Address of principal executive office)



           Indicate by check mark whether the registrant files or will
           file annual reports under cover of Form 20-F or Form 40-F.

                      FORM 20-F [X]        FORM 40-F [_]


Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes [_]           No [X]


[If "Yes" is marked, indicate below the file number assigned to the registrant
in connection with Rule 12g3-2(b):  82-__________.]

================================================================================
<PAGE>

     The attached Material Change Report was issued by the Company on July 8,
2005, and is filed herewith as Exhibit I. The attached press releases was issued
by the Company on June 30, 2005, and is filed herewith as Exhibit II.



                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.



                                  THE DESCARTES SYSTEMS GROUP INC.
                                  --------------------------------
                                  (Registrant)



                                  By: /s/ J. Scott Pagan
                                      ------------------------------------------
                                  Name:  J. Scott Pagan
                                  Title: General Counsel and Corporate Secretary

Date:  July 11, 2005
<PAGE>


                                    EXHIBITS





EXHIBIT NO.     DESCRIPTION
- -----------     -----------

I               Material Change Report dated July 8, 2005.

II              Press Release dated June 30, 2005.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.I
<SEQUENCE>2
<FILENAME>exhibit-i_13672.txt
<DESCRIPTION>MATERIAL CHANGE REPORT
<TEXT>
                                                                       EXHIBIT I
                                                                       ---------

                                  FORM 51-102F3
                             MATERIAL CHANGE REPORT

ITEM 1   NAME AND ADDRESS OF COMPANY

         The Descartes Systems Group Inc. ("Descartes")
         120 Randall Drive
         Waterloo, Ontario  N2V 1C6


ITEM 2   DATE OF MATERIAL CHANGE

         June 30, 2005


ITEM 3   NEWS RELEASE

         A press release in respect of the material change was issued on June
         30, 2005 through CCNMatthews. A copy of the press release is attached
         as Schedule "A".


ITEM 4   SUMMARY OF MATERIAL CHANGE

         Descartes announced that it has fully repaid all of its 5.5%
         convertible unsecured subordinated debentures (the "Debentures"), which
         matured at the close of business on June 30, 2005.


ITEM 5   FULL DESCRIPTION OF MATERIAL CHANGE

         On June 30, 2005, Descartes fully repaid all of its 5.5% Debentures,
         which matured at the close of business on June 30, 2005. At maturity
         there was $26,995,000 aggregate principal amount of outstanding
         Debentures and $742,362.50 of unpaid interest accrued on the
         Debentures.

         Descartes fully repaid all of the Debentures with a payment of
         $27,737,362.50 from its cash reserves. Descartes previously announced
         on May 25, 2005 that its cash, cash equivalents and marketable
         securities as at April 30, 2005 were $53.1 million.


ITEM 6   RELIANCE ON SUBSECTION 7.1(2) OR (3) OF NATIONAL INSTRUMENT 51-102

         Not applicable.


ITEM 7   OMITTED INFORMATION

         Not applicable.


ITEM 8   EXECUTIVE OFFICER

         J. Scott Pagan
         General Counsel & Corporate Secretary
         The Descartes Systems Group Inc.
         (519) 746-8110


ITEM 9   DATE OF REPORT

         July 8, 2005
<PAGE>
                                  SCHEDULE "A"

  [LOGO]
DESCARTES

        DESCARTES ANNOUNCES FULL REPAYMENT OF ALL CONVERTIBLE DEBENTURES

WATERLOO, ONTARIO, JUNE 30, 2005 -- The Descartes Systems Group Inc.,
(Nasdaq:DSGX), (TSX:DSG), a leading provider of on-demand technology and
services that help distribution- and logistics-sensitive organizations deliver,
today announced that it has fully repaid all of its 5.5% convertible unsecured
subordinated debentures, which matured at the close of business today. At
maturity there was $26,995,000 aggregate principal amount of outstanding
convertible debentures and $742,362.50 of unpaid interest accrued on these
debentures. Descartes fully repaid all of the outstanding convertible debentures
with a payment of $27,737,362.50 from its cash reserves. Descartes previously
announced on May 25, 2005 that its cash, cash equivalents and marketable
securities as at April 30, 2005, were $53.1 million.


ABOUT DESCARTES
The Descartes Systems Group Inc. (Nasdaq:DSGX) (TSX:DSG) is a leading provider
of on-demand technology and services that help distribution- and
logistics-sensitive organizations deliver. By enabling companies to efficiently
and effectively manage the delivery of goods, Descartes' products and services
help reduce costs, save time and enhance customer satisfaction. Descartes
delivers trading partner connectivity and document exchange, rate management,
route planning, wireless dispatch, inventory and asset visibility,
transportation management and warehouse optimization solutions for industries
such as retail, consumer goods, manufacturing, transportation, distribution and
third-party logistics. These solutions help customers optimize and gain
real-time control of their inventory, logistics assets and mobile workforce.
Descartes' products and services are used by more than 2,500 customers in over
60 countries. For more information, visit www.descartes.com.

All currency amounts referenced in this release are in United States dollars.
All registered and unregistered trademarks mentioned in this release are the
property of their respective owners.


                                       ###


This release may contain forward-looking statements that relate to Descartes'
financial condition, liquidity and other matters that may constitute
forward-looking statements. These forward-looking statements involve known and
unknown risks, uncertainties, and other factors that may cause the actual
results, performance or achievements of Descartes to differ materially from the
anticipated results, performance or achievements implied by such forward-looking
statements. Such factors include, but are not limited to, the factors discussed
in the section entitled, "Certain Factors That May Affect Future Results" in
documents filed with the Securities and Exchange Commission, the Ontario
Securities Commission, and other securities commissions across Canada.

CONTACT INFORMATION:
The Descartes Systems Group Inc.
Mavi Silveira
(305) 858-6333
pr@descartes.com
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.II
<SEQUENCE>3
<FILENAME>exhibit-ii_13672.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>
                                                                      EXHIBIT II
                                                                      ----------
  [LOGO]
DESCARTES



        DESCARTES ANNOUNCES FULL REPAYMENT OF ALL CONVERTIBLE DEBENTURES

WATERLOO, ONTARIO, JUNE 30, 2005 -- The Descartes Systems Group Inc.,
(Nasdaq:DSGX), (TSX:DSG), a leading provider of on-demand technology and
services that help distribution- and logistics-sensitive organizations deliver,
today announced that it has fully repaid all of its 5.5% convertible unsecured
subordinated debentures, which matured at the close of business today. At
maturity there was $26,995,000 aggregate principal amount of outstanding
convertible debentures and $742,362.50 of unpaid interest accrued on these
debentures. Descartes fully repaid all of the outstanding convertible debentures
with a payment of $27,737,362.50 from its cash reserves. Descartes previously
announced on May 25, 2005 that its cash, cash equivalents and marketable
securities as at April 30, 2005, were $53.1 million.


ABOUT DESCARTES
The Descartes Systems Group Inc. (Nasdaq:DSGX) (TSX:DSG) is a leading provider
of on-demand technology and services that help distribution- and
logistics-sensitive organizations deliver. By enabling companies to efficiently
and effectively manage the delivery of goods, Descartes' products and services
help reduce costs, save time and enhance customer satisfaction. Descartes
delivers trading partner connectivity and document exchange, rate management,
route planning, wireless dispatch, inventory and asset visibility,
transportation management and warehouse optimization solutions for industries
such as retail, consumer goods, manufacturing, transportation, distribution and
third-party logistics. These solutions help customers optimize and gain
real-time control of their inventory, logistics assets and mobile workforce.
Descartes' products and services are used by more than 2,500 customers in over
60 countries. For more information, visit www.descartes.com.

All currency amounts referenced in this release are in United States dollars.
All registered and unregistered trademarks mentioned in this release are the
property of their respective owners.


                                       ###


This release may contain forward-looking statements that relate to Descartes'
financial condition, liquidity and other matters that may constitute
forward-looking statements. These forward-looking statements involve known and
unknown risks, uncertainties, and other factors that may cause the actual
results, performance or achievements of Descartes to differ materially from the
anticipated results, performance or achievements implied by such forward-looking
statements. Such factors include, but are not limited to, the factors discussed
in the section entitled, "Certain Factors That May Affect Future Results" in
documents filed with the Securities and Exchange Commission, the Ontario
Securities Commission, and other securities commissions across Canada.

CONTACT INFORMATION:
The Descartes Systems Group Inc.
Mavi Silveira
(305) 858-6333
pr@descartes.com
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
