AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 26, 2001
                                                      REGISTRATION NO. 333-69612
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                ________________
                               AMENDMENT NO. 2 TO
                                    FORM S-3
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                ________________
                              EVOLVE SOFTWARE, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                DELAWARE                         94-3219745
    (STATE OR OTHER JURISDICTION OF           (I.R.S. EMPLOYER
     INCORPORATION OR ORGANIZATION)          IDENTIFICATION NO.)
                                ________________
                           1400 65TH STREET, SUITE 100
                              EMERYVILLE, CA  94608
                                 (510) 428-6000
    (ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
                    REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

                                ________________
                               KENNETH J. BOZZINI
                             CHIEF FINANCIAL OFFICER
                              EVOLVE SOFTWARE, INC.
                           1400 65TH STREET, SUITE 100
                              EMERYVILLE, CA  94608
                                 (510) 428-6000
  (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                              OF AGENT FOR SERVICE)

                                ________________
                                    COPY TO:
                             LARRY W. SONSINI, ESQ.
                               RAMSEY HANNA, ESQ.
                     WILSON SONSINI GOODRICH & ROSATI, P.C.
                               650 PAGE MILL ROAD
                               PALO ALTO, CA 94304
                                 (650) 493-9300
                                ________________
     APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:  From time
to  time  after  the  effective  date  of  this  Registration  Statement.
     If  the  only  securities  being  registered on this Form are being offered
pursuant  to dividend or interest reinvestment plans, please check the following
box.  [   ]
     If any of the securities being registered on this Form are to be offered on
a  delayed  or continuous basis pursuant to Rule 415 under the Securities Act of
1933  (the  "Securities  Act"), other than securities offered only in connection
with  dividend  or  interest  reinvestment plans, check the following box. [ X ]
     If  this  Form  is  filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and  list  the  Securities  Act  registration  statement  number  of the earlier
effective  registration  statement  for  the  same  offering.  [   ]
     If  this  Form  is a post-effective amendment filed pursuant to Rule 462(c)
under  the  Securities  Act, check the following box and list the Securities Act
registration  statement  number  of the earlier effective registration statement
for  the  same  offering.  [   ]
     If  delivery of the prospectus is expected to be made pursuant to Rule 434,
please  check  the  following  box.  [   ]


THE  REGISTRANT  HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS  MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A  FURTHER  AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL  THEREAFTER  BECOME  EFFECTIVE  IN  ACCORDANCE  WITH  SECTION  8(A) OF THE
SECURITIES  ACT  OR  UNTIL  THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON
SUCH  DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SECTION
8(A),  MAY  DETERMINE.
================================================================================




                                   PROSPECTUS
                 (SUBJECT TO COMPLETION, DATED OCTOBER __, 2001)



                                7,661,097 SHARES



                              EVOLVE SOFTWARE, INC.



                                  COMMON STOCK

                                ________________

     This  prospectus  relates  to  the  public  offering,  which  is  not being
underwritten,  of  up  to 2,216,749 shares of our Common Stock which are held by
VivCorp, Inc. and its transferees and up to 5,444,348 shares of our Common Stock
that  may  be  issued  to  such  stockholder after the date hereof.  The selling
stockholder  identified  in  this prospectus acquired or will acquire all of its
shares  of  our  Common  Stock  in  connection with the Company's acquisition of
substantially  all  the  assets  of  such  stockholder.

     The prices at which such stockholder may sell the shares will be determined
by  the prevailing market price for the shares or in negotiated transactions. We
will  not  receive  any  of  the  proceeds  from  the sale of the shares offered
pursuant  to  this  prospectus.

     Our  Common  Stock is listed on the Nasdaq National Market under the symbol
"EVLV."  On  October  __, 2001, the closing price for our Common Stock was $____
per  share.

                                ________________

     INVESTING  IN  THE COMMON STOCK INVOLVES CERTAIN RISKS.  SEE "RISK FACTORS"
BEGINNING  ON  PAGE  4.

                                ________________

NEITHER  THE  SECURITIES  AND  EXCHANGE  COMMISSION  NOR  ANY  STATE  SECURITIES
REGULATORS  HAS  APPROVED  OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY  OR ACCURACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS
A  CRIMINAL  OFFENSE.

                                ________________

                The date of this Prospectus is October __, 2001.


                                      -1-


                                  TABLE OF CONTENTS

                                                                        PAGE
                                                                        ----
Special Note Regarding Forward-Looking Statements . . . . . . . . . .     2
Prospectus Summary. . . . . . . . . . . . . . . . . . . . . . . . . .     3
Information About Evolve. . . . . . . . . . . . . . . . . . . . . . .     3
Recent Developments . . . . . . . . . . . . . . . . . . . . . . . . .     5
Risk Factors. . . . . . . . . . . . . . . . . . . . . . . . . . . . .     5
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . .    16
Selling Stockholder . . . . . . . . . . . . . . . . . . . . . . . . .    16
Plan of Distribution. . . . . . . . . . . . . . . . . . . . . . . . .    17
Where You Can Find More Information . . . . . . . . . . . . . . . . .    18
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . .    18
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    18
Information Incorporated by Reference . . . . . . . . . . . . . . . .    18


     No  person  has  been  authorized  to  give  any information or to make any
representations other than those contained in this prospectus in connection with
the  offering  made  hereby,  and  if  given  or  made,  such  information  or
representations  must  not  be  relied  upon as having been authorized by Evolve
Software, Inc., any selling stockholder or by any other person.  You should rely
only  on  the  information  contained  in  or  incorporated by reference in this
prospectus.  Neither the delivery of this prospectus nor any sale made hereunder
shall,  under  any circumstances, create any implication that information herein
is  correct  as of any time subsequent to the date hereof.  This prospectus does
not  constitute  an  offer  to  sell  or  a  solicitation of an offer to buy any
security  other  than  the  securities  covered  by this prospectus, nor does it
constitute  an  offer  to  or  solicitation of any person in any jurisdiction in
which  such  offer  or  solicitation  may not lawfully be made.  The information
contained in or incorporated by reference in this prospectus is accurate only as
of  the  date  of  this  prospectus,  regardless of the time of delivery of this
prospectus  or  any  sale  of  our  common  stock.


               SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

     Some of the statements within "Our Company," "Risk Factors," and elsewhere
in  this  prospectus  constitute  forward-looking  statements.  These statements
involve known and unknown risks, uncertainties, and other factors that may cause
our  or  our  industry's  actual  results,  levels  of  activity, performance or
achievements  to  be  materially  different  from  any future results, levels of
activity,  performance  or  achievements  expressed  or  implied  by  these
forward-looking  statements.  In  some  cases,  you can identify forward-looking
statements  by  terminology such as "may," "will," "should," "expects," "plans,"
"anticipates,"  "believes,"  "estimates," "predicts," "potential," "continue" or
the  negative  of  these  terms  or  other  comparable terminology.  Although we
believe  that  the  expectations reflected in the forward-looking statements are
reasonable,  we cannot guarantee future results, levels of activity, performance
or  achievements.  Moreover,  neither  we  nor  any  other  person  assumes
responsibility  for  the  accuracy  and  completeness  of  these  statements.


                                      -2-


                               PROSPECTUS SUMMARY

     This summary highlights information contained elsewhere in this prospectus.
This  summary does not contain all of the information you should consider before
buying  shares in this offering. You should read the entire prospectus carefully
before  evaluating  an  investment  in  our  stock.

                            INFORMATION ABOUT EVOLVE

     We  are  a  leading  provider  of  Internet-based end-to-end solutions for
automating  professional  service  organizations  and  optimizing the efforts of
other  strategic workforces including the internal IT departments of Global 2000
companies.  Our  Evolve  4  software  suite  integrates and streamlines the core
processes  that  are  critical  to  such  organizations:  managing  project
opportunities,  professional  resources  and  service  delivery.  We license our
Evolve  4  solution  directly  to  these  organizations and provide them related
implementation,  integration,  training,  maintenance and hosting with services.

     On  May  22,  2001,  we  entered  into  an Asset Acquisition Agreement with
VivCorp,  Inc.,  a Delaware corporation (formerly Vivant! Corporation) providing
for  our  acquisition  of  certain  assets  of  VivCorp.  On  June  29, 2001, in
connection  with  the closing of the acquisition, we issued to VivCorp 1,553,254
shares of our Common Stock and additional non-share consideration.  In addition,
we  purchased  from  VivCorp  miscellaneous equipment with an aggregate purchase
price of $56,597 and assumed equipment lease obligations in the aggregate amount
of  $140,000.  We  also entered into a Registration Rights Agreement with Vivant
pursuant to which we agreed to register the shares of our Common Stock issued to
VivCorp  under  the  Securities  Act  of 1933, as amended.  The number of shares
issued to VivCorp at the closing of the acquisition is subject to adjustment (by
issuance  of  additional  shares  or redemption of existing shares) based on the
market  value  of  our  Common  Stock  both  at  the  time of the filing of this
Registration  Statement  on  Form  S-3  and at the time the registration of such
shares  becomes  effective.  We  subsequently  issued  to  VivCorp an additional
663,495  shares.  Finally,  we have agreed to issue to VivCorp additional shares
of  our  Common  Stock  with  a  value of no less than $525,000 and no more than
$4,425,000  at  specified  times.  The  number  of  additional  shares issued to
VivCorp  will be determined based the revenues we realize in future periods from
the  sale  of VivCorp's products, and on the market price of our Common Stock as
of  the  time  the registration statement containing this prospectus is declared
effective  and  as of the times when future revenue-based share issuances become
due.  In  no  event  will  the  number  of additional shares issuable to VivCorp
exceed  5,444,348.  For  a  more  detailed  summary  of the provisions that will
determine  the  number  of  shares  issued  to  VivCorp,  please see the section
entitled  "Selling  Stockholder"  below.  The  entire  acquisition was valued at
approximately  $3,130,000,  exclusive  of  all  contingent  consideration.

     We  were incorporated in Delaware in February 1995. Our principal executive
offices are located at 1400 65th Street, Suite 100, Emeryville, CA 94608 and our
telephone  number  is  (510)  428-6000.  Our  website  is  www.evolve.com.  The
information  on  the  website  is  not  a  part  of  this  prospectus.

                               RECENT DEVELOPMENTS

Series  A  Preferred  Stock  Financing

     On  October  9,  2001,  we  completed  a private placement of shares of our
Series  A  Preferred  Stock  pursuant  to  the Series A Preferred Stock Purchase
Agreement  dated  September  23, 2001 among us and certain investors.  We issued
the following securities and rights to the investors participating in the Series
A  Preferred  financing:

     -    an  aggregate of 1.3 million shares of our Series A Preferred Stock at
          a  price  of  $10.00  per  share

     -    warrants to purchase up to an aggregate of 1,300,000 additional shares
          of  Series  A  Preferred  Stock  at  a  price  of  $10  per  share


                                      -3-

     -    warrants to purchase up to 6,500,000 shares of Common Stock at a price
          of  $1.00  per  share

     -    the  right  to  receive additional Common Stock Warrants to purchase a
          number  of shares of Common Stock equal to 25% of the number of shares
          of  Common  Stock  into  which  the shares of Series A Preferred Stock
          issued  upon exercise of the Preferred Stock Warrants are convertible,
          at  the  time  such  Preferred  Stock  Warrants  are  exercised.

     We  received  an  aggregate purchase price of $13,000,000 for the 1,300,000
shares  of  Series  A Preferred Stock sold.  If the Preferred Stock Warrants and
the  Common  Stock  Warrants  are exercised in full for cash, we will receive an
additional  $26,000,000 in aggregate proceeds.  Each share of Series A Preferred
Stock  is convertible into Common Stock at an initial conversion price of $0.50,
or  at an initial conversion rate of 20 shares of Common Stock for each share of
Series  A  Preferred Stock.  The conversion rate accretes at a rate of 8.00% per
annum.

     Of  the  aggregate  of 1,300,000 shares of Series A Preferred Stock issued,
1,000,000  shares were purchased by Warburg Pincus Provate Equity VIII, L.P. for
a  purchase  price  of  $10,000,000 in cash. If all Preferred Stock Warrants and
Common  Stock  Warrants issued or issuable to Warburg were exercised in full and
if  all  shares  of  Series A Preferred Stock issued or issuable to Warburg were
converted into shares of Common Stock, Warburg would beneficially own 50,003,298
shares  of Common Stock or 55.0% of all outstanding shares of Common Stock as of
September  27,  2001  (without  taking  into  account the shares of Common Stock
issuable  to  the  other  investors).

Changes  in  Board  and  Management

     In  connection with the Series A Preferred Stock financing, we expanded our
Board  of  Directors  to  include  three new directors selected by Warburg, Cary
Davis, Nancy Martin and Gayle Crowell. Ms. Crowell was appointed Chairman of the
Board.  Mr.  Davis and Ms. Martin are Members and Managing Directors of Warburg,
Pincus LLC and are Partners of Warburg, Pincus & Co.  Ms. Crowell is a full-time
adviser  of  Warburg,  Pincus  LLC.

     In  addition,  on  October  15,  2001,  we announced the appointment of Lin
Johnston  as  our  new  interim  President  and Chief Executive Officer. We also
announced  that  we are conducting an executive search to identify and recruit a
new  permanent  Chief  Executive  Officer.


                                      -4-

                                  RISK FACTORS

     You  should consider carefully the following risks before you decide to buy
our common stock , as well as the risk factors described in our Annual Report on
Form  10-K for the fiscal year ended June 30, 2001 under the caption "Business -
Factors  that  may  Affect  Future  Results."  If  any  of these risks actually
materializes,  our  business, financial condition or results of operations would
likely  suffer.  In such case, the trading price of our common stock could fall,
and  you  could  lose  all  or  part  of the money paid to buy our common stock.

OUR  BUSINESS IS DIFFICULT TO EVALUATE BECAUSE OUR OPERATING HISTORY IS LIMITED.

     It  is  difficult  to  evaluate  our business and our prospects because our
revenue  and  income  potential  are  unproven.  We  commenced recognizing sales
revenues  in March of 1999.  Because of our limited operating history, there may
not  be an adequate basis for forecasts of future operating results, and we have
only  limited insight into the trends that may emerge in our business and affect
our  financial  performance.

WE  HAVE  INCURRED  LOSSES  SINCE  INCEPTION,  AND WE MAY NOT BE ABLE TO ACHIEVE
PROFITABILITY.

     We  have incurred net losses and losses from operations since our inception
in  1995,  and we may not be able to achieve profitability in the future.  As of
June  30,  2001,  we had an accumulated deficit of approximately $215.8 million.
Since  inception,  we  have  funded  our business primarily from the sale of our
stock  and by borrowing funds, not from cash generated by our business.  Despite
recent  cost  reductions,  we  expect to continue to incur significant sales and
marketing,  research  and  development, and general and administrative expenses.
As  is  the  case with many enterprise software companies, we have experienced a
sequential  quarterly  decline  in revenue for the quarter ending June 30, 2001,
and  may  experience  a further decline in the current quarter.  As a result, we
expect  to  experience continued losses and negative cash flows from operations.
If  we  do  achieve  profitability,  we  may  not be able to sustain or increase
profitability  on  a  quarterly  or  annual  basis  in  the  future.

OUR FUTURE OPERATING RESULTS MAY NOT FOLLOW PAST TRENDS DUE TO MANY FACTORS, AND
ANY  OF  THESE  COULD  CAUSE  OUR  STOCK  PRICE  TO  FALL.

     We believe that year-over-year comparisons of our operating results are not
a  good  indication  of future performance.  Although our operating results have
generally  improved  from  year to year in the recent past, our future operating
results  may not follow past trends.  It is likely that in some future years our
operating  results  may  be below the expectations of public market analysts and
investors  due  to factors beyond our control and, as a result, the price of our
common  stock  may  fall.

     Factors  that  may  cause  our  future  operating  results  to  be  below
expectations  and  cause  our  stock  price  to  fall  include:

     -    the  lack  of  demand  for  and  acceptance  of  our products, product
          enhancements  and  services;  for  instance,  as  we expand our target
          customer focus beyond the information technology service consultancies
          and  into  internal  information  technology of corporate customers as
          well  as  into overseas markets, we may encounter increased resistance
          to  adoption  of  our  business  process  automation  solutions;

     -    unexpected  changes  in  the  development,  introduction,  timing  and
          competitive  pricing  of  our  products  and  services or those of our
          competitors;


                                      -5-

     -    any  inability to expand our direct sales force and indirect marketing
          channels  both  domestically  and  internationally;

     -    difficulties  in  recruiting  and  retaining  key  personnel;

     -    unforeseen  reductions  or reallocations of our customers' information
          technology  infrastructure  budgets;  and

     -    any  delays  or  unforeseen costs incurred in integrating technologies
          and  businesses  we  may  acquire.

     We  plan to aggressively and prudently manage our operating expenses with a
focus  on  our research and development organization and our direct sales group.
Our  operating expenses are based on our expectations of future revenues and are
relatively  fixed  in the short-term. If revenues fall below our expectations in
any quarter, and we are not able to quickly reduce our spending in response, our
operating  results  for that quarter would be lower than expected, and our stock
price  may  fall.

WE MAY NEED SUBSTANTIAL ADDITIONAL CAPITAL TO FUND CONTINUED BUSINESS OPERATIONS
AT THEIR CURRENT LEVELS IN FISCAL 2002 AND 2003 AND SUCH FINANCING MAY NOT BE
AVAILABLE ON FAVORABLE TERMS, IF AT ALL.

     We  require substantial amounts of capital to fund our business operations.
The  rate at which our capital is utilized is affected by the level of our fixed
expenses  (including  employee  related  expenses  and expenses relating to real
estate)  and  variable  expenses.  Substantial capital has been used to fund our
operating  losses.  Since inception, we have experienced negative cash flow from
operations  and  expect  to  experience  significant  negative  cash  flow  from
operations for the foreseeable future.  In September 2001 we signed a definitive
agreement  for  a  private  placement  of our Series A Preferred Stock, which is
expected  to  result  in  proceeds  of  at  least  $13 million.  This financing,
combined  with  the  cost  reductions we are undertaking and our existing credit
facilities,  are  expected  to  be  sufficient  to  meet  our  working  capital
requirements  through the end of the fiscal year ending June 30, 2002.  However,
we  may  require  additional  capital  prior  to that time if one or more of the
following  occur:

     -    Our  revenues from the sale of our products may fall below our current
          expectations  because  of  the current economic slowdown or otherwise.

     -    Forecasted  cash collections from customers may decline if some of our
          customers  become  insolvent  or  encounter  financial  difficulties.

     -    We  may  be  unable to reduce our operating expenses as rapidly and as
          extensively  as  we hope. For instance, we may discover that we cannot
          reduce our employee headcount as rapidly as we would like in the event
          that we are unable to secure commitments from third parties to provide
          integration and support services to our customers in lieu of providing
          these  services  ourselves.

     -    We  may  be  unable  to  comply with the financial and other covenants
          required  under  our  existing  credit  facilities,  and  these credit
          facilities  may  be  withdrawn  as  a  result.

     -    We may encounter opportunities that we wish to pursue to acquire other
          businesses  or  technologies  for  cash  consideration.

     Accordingly,  we may require or seek to raise additional capital during the
2002  fiscal  year.  We  cannot  be  certain  that  additional financing will be
available  on  favorable  terms,  if at all.  The investors participating in the
private  placement  of  our  Series  A Preferred Stock hold warrants to purchase


                                      -6-

additional  shares  of  our  Series A Preferred Stock and Common Stock which, if
exercised  in  full,  would  result in additional proceeds to us of $26 million.
However,  these  warrants  are  exercisable  at  prices in excess of the current
market  price  of  our  Common Stock, and we cannot predict whether they will be
exercised.  We  have  not  commenced any efforts to secure additional financing.
Further,  the  additional  shares  of  our  capital  stock  we issue in any such
financings  may  result in additional dilution, which may be substantial.  If we
need  additional  funds and cannot raise them on acceptable terms, we may not be
able  to  continue  our  operations  at  the  current  level  or  at  all.

WE  MAY LOSE EXISTING CUSTOMERS, OR BE UNABLE TO ATTRACT NEW CUSTOMERS, IF WE DO
NOT  DEVELOP  NEW  PRODUCTS  OR  ENHANCE  OUR  EXISTING  PRODUCTS.

     If we are not able to maintain and improve our product-line and develop new
products,  we may lose existing customers or be unable to attract new customers.
We may not be successful in developing and marketing product enhancements or new
products on a timely or cost-effective basis.  These products, if developed, may
not  achieve  market  acceptance.

     A limited number of our customers expect us to develop product enhancements
that  may  address their specific needs.  For instance, we have shared with some
of  our customers our internal product roadmap that includes descriptions of new
functional  enhancements such as improved time and expense management for future
releases  of our software.  If we fail to deliver these enhancements on a timely
basis,  we  risk  damaging  our  relationship  with  these  customers.  We  have
experienced  delays  in  the  past  in  releasing  new  products  and  product
enhancements  and  may experience similar delays in the future.  These delays or
problems  in  the  installation  or implementation of our new releases may cause
some  of  these  customers  to forego additional purchases of our products or to
purchase  those  of  our  competitors.

WE MUST DIVERSIFY OUR CUSTOMER BASE IN ORDER TO ENHANCE OUR REVENUE AND MEET OUR
GROWTH  TARGETS.

     We  have historically derived a substantial percentage of our revenues from
sales  of  our  products  and services to firms that provide technology-oriented
consulting,  design  and  integration  services,  including  a  number  of firms
specializing  in  Website design and e-commerce application development.  Growth
among  these  "e-business"  consultancies  has recently slowed dramatically, and
many  such  firms  have  ceased  operations  or  have  encountered  substantial
difficulties  in  raising  capital to fund their operations.  In anticipation of
these  developments, we commenced a program to aggressively diversify our client
base,  targeting  both  established  consulting  services companies and in-house
service  departments  of large corporations.  While we have recorded a number of
significant  customer  wins  in  these  areas,  we  may  in the future encounter
significant challenges in further expanding our customer base.  More established
corporations  are  often  more  reluctant  to  implement  innovative  enterprise
technologies  such  as  ours,  in  part because they often have made substantial
investments  in  legacy  applications  and  information  systems.  We  may  also
encounter  extended  sales  cycles  with  such prospective customers, and slower
rates of adoption of our solutions within their organizations.  As we reduce our
sales  force  headcount  in  order  to  reduce  expenses,  our sales capacity is
diminished  which may impact our ability to diversify our customer base.  All of
these factors may adversely affect our ability to sustain our revenue growth and
attain  profitable  operations.

FINANCIAL  DIFFICULTIES  OF  SOME  OF  OUR  CUSTOMERS  MAY  ADVERSELY AFFECT OUR
OPERATING  RESULTS.

     As  discussed  above,  a  substantial  portion  of our early customers were
e-business consultancies focusing on Web development and e-commerce integration.
As  public  valuations  for  many such businesses have declined substantially in
recent  months,  some  of  our  customers may encounter difficulties in securing
additional  financing  to  meet  their  obligations,  or  may  seek  to  limit
expenditures  to  conserve  their cash resources.  As a result, we may encounter
difficulties  in  securing payment of certain customer obligations when due, and
may  be  compelled  to  increase  our  bad  debt  reserves.  Any  difficulties
encountered  in  collections from customers would also adversely affect our cash
flow,  and  would  adversely  impact  our  operating  results.


                                      -7-


WE REDUCED OUR WORKFORCE DURING THE SECOND HALF OF THE YEAR, AND, IF WE FAIL TO
MANAGE THIS REDUCTION IN WORKFORCE, OUR ABILITY TO GENERATE NEW REVENUE, ACHIEVE
PROFITABILITY AND SATISFY OUR CUSTOMERS COULD BE HARMED.

     We  reduced our workforce during the second half of this year after growing
significantly the first half of this year and in previous years.  Any failure to
manage this reduction in workforce could impede our ability to increase revenues
and  achieve profitability.  We reduced our number of employees from 326 at June
30,  2000,  to  258 as of June 30, 2001, and further reduced our headcount by 49
persons  in  August  2001.

     As  we  reduce  our  sales force headcount in order to reduce expenses, our
sales  capacity is reduced which may impact our revenue growth. As we reduce our
service  employee  headcount,  including  our  consulting services, training and
technical  support  personnel,  we  may not be able to provide the same level of
customer  responsiveness or expertise, and customer satisfaction may be impacted
as  a  result.

     In  order  to  manage  our  reduced  workforce,  we  must:

     -    hire,  train  and  integrate  new  personnel in response to attrition;

     -    continue  to  augment  our  management  information  systems;

     -    manage  our  sales  and  services  operations,  which  are  in several
          locations; and

     -    expand  and  improve  our  systems  and  facilities.

IF  THE  MARKET  FOR  PROCESS  AUTOMATION  SOLUTIONS  FOR  PROFESSIONAL SERVICES
ORGANIZATIONS  AND  OTHER  STRATEGIC  WORKFORCES  DOES NOT CONTINUE TO GROW, THE
GROWTH  OF  OUR  BUSINESS  WILL  NOT  BE  SUSTAINABLE.

     The  future  growth  and  success  of our business is contingent on growing
acceptance  of,  and  demand  for,  business  process  automation  solutions for
professional  services  organizations  and  other  strategic  workforces.
Substantially  all of our historical revenues have been attributable to the sale
of  automation  solutions  for  professional  services organizations.  This is a
relatively  new  enterprise  application  solution category, and it is uncertain
whether  major  services  organizations  and  service  departments  of  major
corporations  will  choose  to  adopt process automation systems.  While we have
devoted  significant resources to promoting market awareness of our products and
the  problems our products address, we do not know whether these efforts will be
sufficient  to  support  significant growth in the market for process automation
products.  Accordingly, the market for our products may not continue to grow or,
even  if  the  market  does  grow  in the immediate term, that growth may not be
sustainable.

REDUCTIONS  IN  CAPITAL  SPENDING  BY  CORPORATIONS  COULD REDUCE DEMAND FOR OUR
PRODUCTS.

     Historically, corporations and other organizations have tended to reduce or
defer  major  capital  expenditures  in  response  to  slower economic growth or
recession.  Market  analysts have observed a significant reduction in the growth
of  corporate  spending  on  information  technology projects in response to the
current  economic  slowdown.  To  the  extent  that current economic uncertainty
persists,  some of the prospective customers in our current sales pipeline could
choose  to postpone or reduce orders for our products, or may delay implementing
our  solutions  within  their  organizations.  In  addition,  existing customers
seeking  to  reduce  capital expenditures may cancel or postpone plans to expand
use  of  our  products  in additional operating divisions, or may defer plans to
purchase  additional  modules of our solutions.  Any of the foregoing would have
an adverse impact on our revenues and our operating results, particularly if the
current  period  of  volatility  in  the stock market and the general economy is
prolonged.


                                      -8-


ANY INABILITY TO ATTRACT AND RETAIN SENIOR EXECUTIVE OFFICERS AND ADDITIONAL
PERSONNEL COULD AFFECT OUR ABILITY TO SUCCESSFULLY GROW OUR BUSINESS.

     We  recently  initiated  an  executive  search  for  a  new Chief Executive
Officer.  Our  future  performance  will  depend  in  significant measure on our
ability to recruit a highly qualified individual to serve in such a position and
the  ability  of  the  new  CEO  to  work  effectively with other members of our
executive  staff  and key employees, customers and partners.  In addition, if we
are  unable  to  hire  and  retain  a  sufficient number of qualified personnel,
particularly  in  sales,  marketing,  research  and  development,  services  and
support,  our  ability  to grow our business could be affected.  The loss of the
services  of  our  key engineering, sales, services or marketing personnel would
harm  our  operations.  For  instance,  loss  of  sales  and  customer  service
representatives  could harm our relationship with the customers they serve, loss
of  engineers  and development personnel could impede the development of product
releases  and  enhancements  and  decrease our competitiveness, and departure of
senior  management personnel could result in a loss of confidence in our company
by  customers, suppliers and partners.  None of our key personnel is bound by an
employment  agreement, and we do not maintain key person insurance on any of our
employees.  Because  we,  like  many  other  technology companies, rely on stock
options  as a component of our employee compensation, if the market price of our
common  stock  decreases  or  increases substantially, some current or potential
employees  may perceive our equity incentives as less attractive.  In that case,
our  ability  to  attract  and  retain  employees  may  be  adversely  affected.

IF  WE  FAIL  TO  EXPAND  OUR  RELATIONSHIPS  WITH  THIRD-PARTY  RESELLERS  AND
INTEGRATORS,  OUR  ABILITY  TO  GROW  REVENUES  COULD  BE  HARMED.

     In  order  to grow our business, we must establish, maintain and strengthen
relationships  with  third-parties,  such  as  information  technology  ("IT")
consultants and systems integrators as implementation partners, and hardware and
software  vendors  as  marketing  partners.  If  these  parties  do  not provide
sufficient,  high-quality  service  or  integrate  and  support  our  software
correctly,  our  revenues  may  be harmed.  In addition, these parties may offer
products  of other companies, including products that compete with our products.
Our  contracts  with third-parties may not require these third-parties to devote
resources to promoting, selling and supporting our solutions.  Therefore, we may
have  little control over these third-parties.  We cannot assure you that we can
generate  and maintain relationships that offset the significant time and effort
that  are necessary to develop these relationships, or that, even if we are able
to  develop  such  relationships,  these  third-parties will perform adequately.

WE  MAY  NOT  BE  ABLE  TO  REDUCE OUR OPERATING EXPENDITURES AS AGGRESSIVELY AS
PLANNED  AND  WE  MAY  NEED  TO  IMPLEMENT  ADDITIONAL RESTRUCTURING ACTIVITIES.

     In response to the current uncertain economic environment and volatility in
the public equity markets, we recently implemented significant measures designed
to  reduce  our  operating  expenses and enhance our ability to attain operating
profitability.  For example, from July 1, 2000 through June 30, 2001, we reduced
our employee headcount by 133 persons, with reductions in virtually all areas of
operations.  We  further reduced our headcount by 49 persons in August 2001.  We
expect that our workforce reductions and other expense containment measures will
allow  us  to  continue  operations  into  the  foreseeable  future.

     In  order  to  achieve  operating  profitability,  we  will need to achieve
significant  additional  cost  savings  in  future  quarters,  without adversely
affecting  our  revenue  growth.  Numerous  factors  could impede our ability to
further  reduce  our  operating  expenses.  For instance, we currently expect to
achieve significant expense reductions by limiting the headcount of our services
organization;  however,  we may not be able to achieve the desired savings if we
cannot  engage  and  qualify  third-party  integration  and  support partners as
rapidly as we hope. In addition, if our revenue growth fails to meet our current
expectations,  we  would  be  forced to seek expense reductions in excess of our
current  plans,  which  may  not  be achievable. Any of these developments could
impede  our  ability to achieve profitable operations in accordance with current
expectations.


                                      -9-


THE LENGTHY AND UNPREDICTABLE SALES CYCLES FOR OUR PRODUCTS AND RESISTANCE TO
ADOPTION OF OUR SOFTWARE COULD CAUSE OUR OPERATING RESULTS TO FALL BELOW
EXPECTATIONS.

     Our  operating  results  for  future  periods  could  be adversely affected
because  of  unpredictable  increases  in  our  sales  cycles.  Our products and
services  have  lengthy and unpredictable sales cycles varying from as little as
three  months to as much as nine months, which could cause our operating results
to  be below the expectations of analysts and investors.  Since we are unable to
control many of the factors that will influence our customers' buying decisions,
it  is  difficult for us to forecast the timing and recognition of revenues from
sales  of  our  solutions.

     Customers  in  our target market often take an extended time evaluating our
products  before  purchasing  them.  Our  products may have an even longer sales
cycle  in  international  markets.  During  the  evaluation period, a variety of
factors, including the introduction of new products or aggressive discounting by
competitors and changes in our customers' budgets and purchasing priorities, may
lead  customers  to  not  purchase  or  to  scale  down orders for our products.

     As  we  target  industry sectors and types of organizations beyond our core
market  of  IT  services consultancies, we may encounter increased resistance to
use  of  business  process  automation solutions, which may further increase the
length  of  our  sales  cycles,  increase  our  marketing  costs  and reduce our
revenues.  Because  we  are  pioneering  a  new solution category, we often must
educate our prospective customers on the use and benefit of our solutions, which
may  cause  additional delays during the evaluation process. These companies may
be  reluctant to abandon investments they have made in other systems in favor of
our  solution.  In  addition,  IT  departments of potential customers may resist
purchasing  our  solutions  for  a  variety  of  other reasons, particularly the
potential  displacement  of  their  historical  role  in  creating  and  running
software,  and  concerns  that  packaged  software products are not sufficiently
customizable  for  their  enterprises.

DIFFICULTIES  WITH  THIRD-PARTY  SERVICES  AND  TECHNOLOGIES,  AS  WELL AS POWER
INTERRUPTIONS,  COULD  DISRUPT  OUR  BUSINESS, AND MANY OF OUR COMMUNICATION AND
HOSTING  SYSTEMS  DO  NOT  HAVE  BACKUP  SYSTEMS.

     Many  of  our communications and hosting systems do not have backup systems
capable  of  mitigating  the  effect  of  service  disruptions.  Our  success in
attracting  and  retaining customers for our Evolve application service provider
("ASP") offering and convincing them to increase their reliance on this solution
depends  on  our  ability  to  offer  customers  reliable, secure and continuous
service.  This  requires that we provide continuous and error-free access to our
systems  and  network  infrastructure.  We  rely on third-parties to provide key
components  of  our  networks and systems.  For instance, we rely on third-party
Internet  service  providers to host applications for customers who purchase our
solutions  on an ASP basis.  We also rely on third-party communications services
providers  for  the  high-speed connections that link our Web servers and office
systems  to  the  Internet.  Any  Internet  or communications systems failure or
interruption  could result in disruption of our service or loss or compromise of
customer  orders  and data.  These failures, especially if they are prolonged or
repeated,  would  make our services less attractive to customers and tarnish our
reputation.

     In  addition,  California  has  recently  been  experiencing electric power
supply  shortages that has resulted in intermittent loss of power in the form of
rolling  blackouts.  While  neither  we  nor  our  third-party  Internet service
providers  or  communications  services  providers  have  experienced  any power
failures  to  date  that  have  prevented us from continuing our operations, the
recurrence  of  blackouts  may  affect  our  ability  to  operate  our business.


                                      -10-

     Finally,  our  third-party  Internet  and communications services providers
have  been  and may continue to experience serious financial difficulties, which
could  result  in the disruption of our ASP offering to our customers as well as
potentially  affecting  our  ability  to  operate  our  business.  The financial
difficulties  of  these third-party providers, especially if they go unresolved,
would make our ASP offering less attractive to prospective and current customers
and  could  tarnish  our  reputation.

OUR  MARKETS  ARE  HIGHLY COMPETITIVE, AND COMPETITION COULD HARM OUR ABILITY TO
SELL  PRODUCTS  AND  SERVICES  AND  REDUCE  OUR  MARKET  SHARE.

     Competition  could  seriously  harm our ability to sell additional software
solutions  and  subscriptions  on prices and terms favorable to us.  The markets
for  our  products  are  intensely  competitive  and subject to rapidly changing
technology.  We  currently compete against providers of automation solutions for
professional  services  organizations,  such  as Peoplesoft, Siebel and SAP.  In
addition,  we  may, in the future, face competition from providers of enterprise
application  software  or  electronic  marketplaces.  Companies in each of these
areas  may  expand  their  technologies  or acquire companies to support greater
professional  services  automation functionality and capabilities.  In addition,
"in-house"  information  technology  departments  of  potential  customers  have
developed  or  may develop systems that substitute for some of the functionality
of  our  product  line.

     Some  of  our competitors' products may be more effective than our products
at performing particular functions or be more customized for particular customer
needs.  Even  if  these  functions  are  more limited than those provided by our
products,  our  competitors'  software  products  could  discourage  potential
customers  from  purchasing our products.  A software product that provides some
of the functions of our software solutions, but also performs other tasks may be
appealing  to  these  vendors'  customers  because it would reduce the number of
different  types  of  software  necessary  to  effectively run their businesses.
Further, many of our competitors may be able to respond more quickly than we can
to  changes  in  customer  requirements.

     Some  of  our  competitors  have  longer operating histories, significantly
greater  financial,  technical,  marketing  or  other resources, or greater name
recognition  than  we  do.  Our  competitors may be able to respond more quickly
than  we  can  to  new  or  emerging  technologies  and  changes  in  customer
requirements.  Our competitors have made and may also continue to make strategic
acquisitions  or  establish  cooperative  relationships among themselves or with
other  software  vendors.  They  may  also  establish  or strengthen cooperative
relationships  with  our  current  or  future  partners, limiting our ability to
promote  our  products  through  these  partners  and  limiting  the  number  of
consultants  available  to  implement  our  software.


OUR REVENUES DEPEND ON ORDERS FROM OUR TOP CUSTOMERS, AND IF WE FAIL TO SECURE
ONE OR MORE ORDERS, OUR REVENUES WILL BE REDUCED.

     Historically,  we  have  received  a significant portion of our revenues in
each fiscal period from a small number of customers.  Accordingly, the loss of a
single  customer  or  customer  prospect  may  have  a substantial impact on our
operating results if we depended on the sale of our products to that customer to
meet  our  financial  performance  targets  during  a  given fiscal period.  Our
agreements  with  existing  customers often do not include long-term commitments
from  customers  to  continue to purchase our products.  Moreover, a substantial
percentage  of new customer contracts are typically signed in the last few weeks
of each fiscal quarter, and prospects we are pursuing have often made a decision
not  to  purchase  our  products  in  the  final  stages  of  the  sales  cycle.
Accordingly, our ability to meet our financial targets during each fiscal period
is subject to substantial variation and uncertainty, and the loss of one or more
customers  or  customer  prospects can cause our operating results to fall below
the expectations of investors and analysts and adversely affect our stock price.



                                      -11-

IF  OUR  PRODUCTS DO NOT STAY COMPATIBLE WITH WIDELY USED SOFTWARE PROGRAMS, OUR
REVENUES  MAY  BE  ADVERSELY  AFFECTED.

     Our  software  products  must  work with widely used software programs.  If
these software programs and operating environments do not remain widely used, or
we  do  not  update  our  software to be compatible with newer versions of these
programs  and  systems,  we  may  lose  customers.

     Our  software operates only on a computer server running both the Microsoft
Windows  NT or Sun Solaris operating system and database software from Microsoft
or  Oracle.  In order to increase the flexibility of our solution and expand our
client  base,  we  must  be  able  to  successfully  adapt it to work with other
applications  and operating systems.  For example, we are in the early stages of
customer  deployment  on  the  Sun  Solaris  operating  system.  Because  this
development  effort  is  not  complete,  we cannot be certain that we will avoid
significant technical difficulties that could delay or prevent completion of the
development  effort.

     Our  software  connects  to  and uses data from a variety of our customers'
existing software systems, including systems from Oracle and SAP.  If we fail to
enhance  our  software  to  connect  to  and  use data from new systems of these
products,  we  may  lose  potential  customers.

THE  COST AND DIFFICULTIES OF IMPLEMENTING OUR PRODUCTS COULD SIGNIFICANTLY HARM
OUR  REPUTATION  WITH  CUSTOMERS  AND  HARM  OUR  FUTURE  SALES.

     If  our  customers encounter unforeseen difficulties or delays in deploying
our  products  and  integrating  them with their other systems, they may reverse
their  decision  to  use  our solutions, which would reduce our future revenues,
could  impact  the collection of outstanding receivables, and potentially damage
our reputation.  Factors that could delay or complicate the process of deploying
our  solutions  include:

     -    customers may need to modify significant elements of their existing IT
          systems  in  order  to  effectively integrate them with our solutions;

     -    customers  may  need  to  establish  and  implement  internal business
          processes  within  their  organizations before they can make effective
          use  of  our  software;

     -    customers  may  need  to  purchase  and  deploy significant additional
          hardware  and  software  resources  and  may  need to make significant
          investments  in  consulting  and  training  services;  and

     -    customers  may  rely on third-party systems integrators to perform all
          or a portion of the deployment and integration work, which reduces the
          control  we  have  over  the implementation process and the quality of
          customer  service  provided  to  the  customer.

OUR  SALES  ARE CONCENTRATED IN THE IT SERVICES CONSULTING INDUSTRY, AND, IF OUR
CUSTOMERS  IN THIS INDUSTRY DECREASE THEIR INFRASTRUCTURE SPENDING OR WE FAIL TO
PENETRATE  OTHER  INDUSTRIES,  OUR  REVENUES  MAY  DECLINE.

     Sales  to  customers  in  the IT services consulting industry accounted for
approximately 65% and 40% of our revenues in fiscal 2000 and 2001, respectively.
Given  the  high  degree  of competition and the rapidly changing environment in
this  industry,  there is no assurance that we will be able to continue sales in
this  industry at current levels.  Many of our customers and potential customers
in the IT services consultancy industry have witnessed drastic declines in their
stock prices, which could limit our current customers from purchasing additional
licenses  of our software, and could prevent potential customers from making the
kinds  of  infrastructure  investments  that  would  allow  them to purchase our
software  in  the first place.  In addition, we intend to market our products to
professional  services  departments  of large organizations in other industries.
Customers  in these new industries are likely to have different requirements and
may  require us to change our product design or features, sales methods, support
capabilities  or pricing policies.  If we fail to successfully address the needs
of  these  customers,  we  may  experience  decreased  sales  in future periods.



                                      -12-

IF OUR PRODUCTS CONTAIN SIGNIFICANT DEFECTS OR OUR SERVICES ARE NOT PERCEIVED AS
HIGH  QUALITY,  WE  COULD  LOSE  POTENTIAL  CUSTOMERS  OR BE SUBJECT TO DAMAGES.

     Our products are complex and may contain currently unknown errors, defects,
integration problems or other types of failures, particularly since new versions
are frequently released.  In the past we have discovered software errors in some
of  our  products  after introduction.  We may not be able to detect and correct
errors  before  releasing our products commercially.  If our commercial products
contain  errors,  we  may:

     -    need to expend significant resources to locate and correct the errors;

     -    be  required  to  delay  introduction  of  new  products or commercial
          shipment  of  products;  or

     -    experience  reduced sales and harm to our reputation from dissatisfied
          customers.

     Our customers also may encounter system configuration problems that require
us  to  spend  additional  consulting  or  support  resources  to  resolve these
problems.

     Some  of  our  customers  have  indicated to us that they want a completely
integrated  solution,  including  a  single  user  interface and single database
platform.  While  our product roadmap calls for such an integrated solution, any
delays  in  delivering  such  a  solution  to  our  customers  may cause them to
downgrade  their  opinion  of  our  software  or  to  abandon  our  software.

     Because  our  customers  use our software products for critical operational
and  decision-making  processes,  product  defects may also give rise to product
liability  claims.  Although  our  license  agreements  with customers typically
contain  provisions  designed to limit our exposure, some courts may not enforce
all  or part of these limitations.  Although we have not experienced any product
liability  claims to date, we may encounter these claims in the future.  Product
liability  claims,  whether  or  not  they  have  merit,  could:

     -    divert  the  attention  of  our  management and key personnel from our
          business;

     -    be  expensive  to  defend;  and

     -    result  in  large  damage  awards.

     We  do  not have product liability insurance, and even if we obtain product
liability  insurance,  it  may  not  be  adequate  to  cover all of the expenses
resulting  from  such  a  claim.

OUR BUSINESS MAY SUFFER IF WE ARE NOT ABLE TO PROTECT OUR INTELLECTUAL PROPERTY.

     Our  success  is  dependent  on  our  ability  to  develop  and protect our
proprietary technology and intellectual property rights.  We seek to protect our
software,  documentation  and  other  written  materials  primarily  through  a
combination  of  patent,  trade  secret,  trademark  and  copyright  laws,
confidentiality  procedures and contractual provisions.  While we have attempted
to safeguard and maintain our proprietary rights, we do not know whether we have
been or will be completely successful in doing so.  Further, our competitors may
independently  develop  or patent technologies that are substantially equivalent
or  superior  to  ours.


                                      -13-

     We  have  been issued a patent in the United States covering the enablement
of  dynamically configurable software systems by our Evolve software server.  We
also  have  two patent applications pending in the United States with respect to
the "Team Builder" functionality in our Resource Manager module and the time and
expense functionality of our Time and Expense module.  There can be no assurance
that  either  of  these  two applications would survive a legal challenge to its
validity  or  provide  significant  protection  to  us.  Despite  our efforts to
protect our proprietary rights, unauthorized parties may attempt to copy aspects
of  our  products  or  obtain and use information that we regard as proprietary.
Policing  unauthorized use of our products is difficult.  While we are unable to
determine  the  extent to which piracy of our software products exists, software
piracy  can  be  expected  to  be  a persistent problem, particularly in foreign
countries  where  the laws may not protect proprietary rights as fully as in the
United  States.  We  can  offer  no  assurance  that our means of protecting its
proprietary  rights  will  be  adequate or that our competitors will not reverse
engineer  or  independently  develop  similar  technology.

IF  OTHERS  CLAIM  THAT  WE ARE INFRINGING THEIR INTELLECTUAL PROPERTY, WE COULD
INCUR  SIGNIFICANT  EXPENSES  OR  BE  PREVENTED  FROM  SELLING  OUR  PRODUCTS.

     We  cannot  provide  assurance  that  others  will  not  claim  that we are
infringing their intellectual property rights or that we do not in fact infringe
those intellectual property rights.  We have not conducted a search for existing
intellectual  property  registrations,  and  we  may  be unaware of intellectual
property  rights  of  others  that  may  cover  some  of  our  technology.

     Any  litigation  regarding intellectual property rights could be costly and
time-consuming and divert the attention of our management and key personnel from
our  business  operations.  The  complexity  of  the technology involved and the
uncertainty  of  intellectual property litigation increases these risks.  Claims
of intellectual property infringement might also require us to enter into costly
royalty  or  license  agreements.

     We  may  not  be  able  to  obtain  royalty  or license agreements on terms
acceptable  to  us, or at all.  We also may be subject to significant damages or
an  injunction  against  use  of  our products.  A successful claim of patent or
other  intellectual  property  infringement  against  us would have an immediate
material  adverse  effect  on  our  business  and  financial  condition.


SECURITY  CONCERNS,  PARTICULARLY  RELATED  TO  THE  USE  OF OUR SOFTWARE ON THE
INTERNET, MAY LIMIT THE EFFECTIVENESS OF AND REDUCE THE DEMAND FOR OUR PRODUCTS.

     Despite our efforts to protect the confidential and proprietary information
of  our customers stored on our Evolve ASP solution via virtual private networks
and  other  security  devices,  there  is  a  risk that this information will be
disclosed  to  unintended  third-party recipients.  To the extent our ability to
implement  secure  private  networks,  on our Evolve ASP service, is impaired by
technical  problems, or by improper or incomplete procedural diligence by either
ourselves  or  our  customers,  sensitive  information  could  be  exposed  to
inappropriate  third-parties  such as competitors of our customers, which may in
turn  expose  us to liability and detrimentally impact our customers' confidence
in  our  ASP  service.

RISKS  RELATING  TO  OUR  STOCK

OUR OFFICERS, DIRECTORS AND AFFILIATED ENTITIES HAVE SIGNIFICANT CONTROL OVER US
AND MAY APPROVE OR REJECT MATTERS CONTRARY TO YOUR VOTE OR INTERESTS.

     Our  executive  officers  and  directors  together  with  their  affiliates
beneficially own, or have rights to acquire, an aggregate of approximately 57.5%
of  our  outstanding  common  stock  and preferred stock. These stockholders, if
acting  together,  will be able to significantly influence all matters requiring
approval  by  our  stockholders,  including  the  election  of directors and the
approval  of  mergers  or  similar  transactions,  even  if  other  stockholders
disagree.  In  particular,  Warburg Pincus Private Equity VIII, L.P. ("Warburg")
owns  or  has  the  right  to acquire securities with voting power equivalent to
55.0%  of  our  outstanding capital stock.  Furthermore, certain actions that we
may  wish  to  undertake  require  the  consent  of holders of a majority of our


                                      -14-

outstanding  shares  of  Series  A  Preferred Stock, voting as a separate class.
These  actions  include  authorization  and  sale  of certain senior securities,
certain  transactions involving a change of control of Evolve, the incurrence of
significant  indebtedness  and  the payment of dividends.  With respect to these
and  other matters, the interests of the holders of our Series A Preferred Stock
will  not necessarily be identical to those of holders of our Common Stock.  For
instance, in the event of certain change of control transactions, the holders of
Series  A  Preferred  Stock  are entitled to payment of a liquidation preference
prior  to payment of any consideration to the holders of our Common Stock.  This
may  cause  the  holders  of  Series A Preferred Stock generally, and Warburg in
particular,  to favor or oppose a merger or sale of the Company or its assets in
circumstances  where  many  holders  of Common Stock have a contrary desire.  In
such  an  instance,  the  Company  may  not be able to pursue the transaction in
question  even  if  it is supported by many or most holders of our Common Stock.


THE  SALE  OF  A  SUBSTANTIAL  NUMBER  OF SHARES OF COMMON STOCK COULD CAUSE THE
MARKET  PRICE  OF  OUR  COMMON  STOCK  TO  DECLINE.

     Sales  of  a substantial number of shares of our common stock in the public
market,  or  the  appearance  that  such  shares  are  available for sale, could
adversely  affect the market price for our common stock. The market price of our
stock  could also decline if one or more of our significant stockholders decided
for any reason to sell substantial amounts of our stock in the public market. As
of  August  31,  2001,  we had 40,166,616 shares of common stock outstanding. Of
these  shares,  35,325,418  were  freely  tradable  in the public market, either
without restriction or subject, in some cases, only to S-3 or S-8/S-3 prospectus
delivery  requirements,  and,  in  some  cases,  only  to either manner of sale,
volume,  or notice requirements of Rule 144 under the Securities Act of 1933, as
amended.  An  additional 3,287,944 shares will become eligible for sale, subject
only  to the manner of sale requirements of Rule 144, as our right to repurchase
these  shares  lapses over time with the continued employment by Evolve of these
stockholders.  The remaining 1,553,254 shares that were outstanding as of August
31,  2001  will  be  freely  tradable,  subject  only  to  Form  S-3  delivery
requirements,  upon the effectiveness of this registration statement on Form S-3
(as  will  a further 663,495 shares which were issued on September 19, 2001, and
which  are  subject  to increase or decrease based on Evolve's stock price as of
the  date  the  Form  S-3  becomes  effective).

     As  of August 31, 2001, we also had 5,092,616 shares subject to outstanding
options  under  our stock option plans (plus 224,167 options and warrants issued
outside  of  any  plan),  and 2,533,725 shares are available for future issuance
under  these  plans.  We  have  registered the shares of common stock subject to
outstanding  options  and reserved for issuance under our stock option plans and
1,885,340  remaining  shares of common stock are reserved for issuance under our
2000  Employee  Stock  Purchase  Plan.  Accordingly,  shares  underlying  vested
options  will  be  eligible  for resale in the public market as soon as they are
purchased.

NASDAQ LISTING MAY BE AT RISK

     We  failed  to  maintain  the  minimum  closing  bid price of $1.00 over 30
consecutive  trading days as required by the Nasdaq National Market.  Nasdaq has
suspended  this  minimum  bid price requirement through January 2, 2002.  If the
minimum bid price requirement is reinstated after that date and if we are unable
to demonstrate compliance with any Nasdaq requirement, the Nasdaq staff may take
further  action  with  respect  to  a  potential delisting of our stock.  We may
appeal  any  such  decision  by  the  Nasdaq  staff  to  the  Nasdaq  Listing
Qualifications  Panel.


                                      -15-

                                 USE OF PROCEEDS

     Evolve  will not receive any of the proceeds from the sale of the shares of
common  stock  pursuant  to  this prospectus.  All proceeds from the sale of the
shares  will  be for the account of the selling stockholder, as described below.
See  "Selling  Stockholder"  and  "Plan  of  Distribution"  described  below.

                               SELLING STOCKHOLDER

     The  shares  covered  by  this  prospectus  may  be  offered by the selling
stockholder  from  time  to  time.  The  selling  stockholder  is  VivCorp, Inc.
(formerly known as Vivant! Corporation).  Cynthia B. Padnos, President and Chief
Executive  Officer  of  VivCorp, and Brian Grossi and Christopher Greendale, the
principals  of a major stockholder of VivCorp Inc., may be deemed to have voting
and  dispositive  power  over  the  shares  offered  hereby.

     On June 29, 2001, we acquired substantially all the assets of VivCorp for a
purchase  price  which  included  1,553,254  shares  of  Evolve  common  stock,
additional  non-share consideration and additional shares of Evolve Common Stock
to  be  determined  by  certain  "earn-out"  provisions of the Asset Acquisition
Agreement  dated  May  22,  2001  between  us  and  the  selling stockholder. We
subsequently issued an additional 663,495 shares of our common stock to VivCorp,
pursuant  to  certain  provisions  of  the  Asset  Acquisition  Agreement.  In
conjunction  with  the acquisition, we also purchased certain physical assets of
Vivant  under  two  separate  purchase  orders  totaling $56,597, and we assumed
equipment  lease obligations in the aggregate amount of $140,000. We also agreed
to use our best efforts to register for resale the shares of Evolve common stock
issued  to VivCorp in the acquisition. We have filed this Registration Statement
to  register  such  shares  and  fulfill  our obligations to Vivant. The selling
stockholder  has  not  had any material relationship within the past three years
with  the  Company  or  any  of  its  predecessors or affiliates, except for the
transactions  described  in  this  paragraph. The 2,216,749 shares of our common
stock  issued  under  the Asset Acquisition Agreement are the only shares of our
common  stock  presently  owned  by the selling stockholder. These issued shares
constitute  approximately  5.4%  of  our  outstanding  common  stock.

     The  additional  5,444,348  shares  of  our  common  stock included in this
prospectus  may  be  issued to the stockholder pursuant to the provisions of the
Asset  Acquisition Agreement.  The number of additional shares issued to VivCorp
will  be  determined  as  follows:

     -    In the event that, based on the market price of our Common Stock as of
          the  date  the  registration  statement  containing this prospectus is
          declared  effective, the value of the shares issued to VivCorp to date
          is  less than $1,338,750 or greater than $1,811,250, additional shares
          will  be  issued  or  existing  shares will be cancelled such that the
          value  of  all  shares  held  by  VivCorp  is  $1,575,000

     -    On  the  first  anniversary  of closing of the purchase of the VivCorp
          assets,  we  will issue to VivCorp 517,751 additional shares of Common
          Stock,  but  only  to the extent that these shares are not required to
          satisfy  claims  we  may have against VivCorp based on a breach of the
          Asset  Acquisition Agreement. The number of shares issuable to VivCorp
          will  be  adjusted  to equal a number of shares with a market value of
          $525,000,  if  the market value of the shares issuable would otherwise
          be  greater  than  $603,750  or  less  than  $446,250.

     -    On  the  earlier  of (1) the eighteen-month anniversary of the date of
          execution  of  the first binding customer sales or licensing agreement
          with  respect to VivCorp's products, and (2) the second anniversary of
          the  closing of the purchase of the VivCorp's assets, we will issue to
          VivCorp  shares  of  our Common Stock with a value equal to 50% of our
          cash  receipts  from  sale  of  VivCorp's products, subject to certain
          deductions  and exclusions. The value of these shares will be based on
          the  market  value  of  our  Common  Stock  as  of  the issuance date.


                                      -16-

     -    The  aggregate number of additional shares that we may be obligated to
          issue to VivCorp under all of the foregoing provisions will not exceed
          5,444,348 shares.

     All  of these shares may be offered under this prospectus. Pledgees, donees
or transferees of or other successors in interest to the selling stockholder, if
any,  will  be  identified  in a supplement to this prospectus. If the number of
shares  of  common  stock transferred is material, the new holders of the shares
transferred  will  also  be  identified  in  a  post-effective  amendment to the
Registration Statement. Evolve may amend or supplement this prospectus from time
to  time in the future to update or change this list of selling stockholders and
shares which may be resold. This prospectus also covers any additional shares of
common stock that become issuable in connection with the shares being registered
by  reason of any stock dividend, stock split, recapitalization or other similar
transactions  effected  without  the receipt of consideration that results in an
increase  in  the  number  of  outstanding  shares  of  our  common  stock.


                              PLAN OF DISTRIBUTION

     We  have  been advised by the selling stockholder that it, or its pledgees,
donees,  transferees  or  other  successors  in  interest, (i) may sell all or a
portion  of  the  shares offered hereby from time to time in the Nasdaq National
Market  and  that sales will be made at prices prevailing in the Nasdaq National
Market  at the times of such sales; (ii) may also make private sales directly or
through  a broker or brokers, who may act as agent or as principal; or (iii) may
choose  to dispose of the shares offered hereby by gift to a third party or as a
donation  to  a  charitable  or other non-profit entity.  In connection with any
sales,  the  selling stockholder and any brokers participating in such sales may
be  deemed  to be underwriters within the meaning of the Securities Act of 1933,
as  amended  (the  "Securities  Act").

     Any  broker-dealer  participating in such transactions as agent may receive
commissions  from the selling stockholder (and, if such broker acts as agent for
the  purchaser  of  such  shares,  from  such  purchaser).  Usual  and customary
brokerage  fees  will  be  paid  by the selling stockholder.  Broker-dealers may
agree  with  the  selling  stockholder to sell a specified number of shares at a
stipulated price per share, and, to the extent such a broker-dealer is unable to
do  so acting as agent for the selling stockholder, to purchase as principal any
unsold  shares  at the price required to fulfill the broker-dealer commitment to
the  selling  stockholder.  Broker-dealers  who  acquire shares as principal may
thereafter  resell  such  shares  from  time  to time in transactions (which may
involve  crosses  and  block  transactions  and  which  may involve sales to and
through  other  broker-dealers,  including  transactions of the nature described
above)  in  the over-the-counter market, in negotiated transactions or otherwise
at  market prices prevailing at the time of sale or at negotiated prices, and in
connection  with  such resales may pay to or receive from the purchasers of such
shares  commissions  computed  as  described  above.

     We have advised the selling stockholder that Regulation M promulgated under
the  Exchange  Act  may apply to sales in the market and have informed it of the
possible  need  for  delivery  of  copies  of  this  prospectus.  The  selling
stockholder  may  indemnify  any broker-dealer that participates in transactions
involving  the  sale  of  the  shares  against  certain  liabilities,  including
liabilities  arising  under  the  Securities  Act.  Any  commissions paid or any
discounts  or  concessions  allowed to any such broker-dealers, and, if any such
broker-dealers  purchase shares as principal, any profits received on the resale
of such shares, may be deemed to be underwriting discounts and commissions under
the  Securities  Act.

     Upon  our  being  notified  by  the  selling  stockholder that any material
arrangement  has  been  entered into with a broker-dealer for the sale of shares
through  a  cross  or block trade, a supplemental prospectus will be filed under
Rule  424(c)  under  the  Securities  Act,  setting  forth  the  name  of  the
participating  broker-dealer(s),  the  number  of  shares involved, the price at
which  such shares were sold by the selling stockholder, the commissions paid or
discounts  or  concessions  allowed  by  the  selling  stockholder  to  such
broker-dealer(s),  and  where  applicable,  that  such  broker-dealer(s) did not
conduct  any investigation to verify the information set out in this prospectus.


                                      -17-

     There can be no assurance that the selling stockholder will sell any or all
of  the  shares  of  common  stock  offered  hereunder.

                       WHERE YOU CAN FIND MORE INFORMATION

     We  have  filed with the Securities and Exchange Commission, a registration
statement  on Form S-3, of which this prospectus is a part, under the Securities
Act  with  respect to the shares of common stock offered hereby.  The prospectus
does  not contain all of the information included in the registration statement.
You  should refer to the copies of these documents referenced in this prospectus
filed  as  exhibits  to the registration statement or otherwise filed by us with
the  SEC  for  a  more  complete  understanding  of  the  matter involved.  Each
statement  concerning  these  documents  is  qualified  in  its entirety by such
reference.

     We  are  also  subject  to the informational requirements of the Securities
Exchange  Act  of  1934.  In  accordance  with the Exchange Act we file reports,
proxy  statements  and  other  information  with  the  SEC.  The  registration
statement,  including  the attached exhibits and schedules, may be inspected and
copied  at  the  public  reference  facilities maintained by the SEC, Room 1024,
Judiciary  Plaza,  450  Fifth  Street,  N.W., Washington, D.C.  20549 and at the
SEC's  regional  offices  at  500  West  Madison Street, Suite 1400, Chicago, IL
60661.  Please  call the SEC at 1-800-SEC-0330 for further information about the
public  reference  rooms.  The  SEC  maintains a Web site that contains reports,
proxy  and  information  statements  and other information regarding registrants
that file electronically with the SEC.  Copies of the registration statement and
the reports, proxy and information statements and other information that we file
with  the  SEC  may  be  obtained  from  the  SEC's  Internet  address  at
http://www.sec.gov.
------------------

                                  LEGAL MATTERS

     The  validity  of  the Shares of Common Stock offered hereby will be passed
upon  for  Evolve by Wilson Sonsini Goodrich & Rosati, Professional Corporation,
Palo  Alto,  California.  As  of  the  date  of  this  prospectus,  investment
partnerships  composed  of  current and former members of and persons associated
with Wilson Sonsini Goodrich & Rosati, in addition to current individual members
of  Wilson  Sonsini  Goodrich  & Rosati, beneficially own an aggregate of 20,714
shares  of  Common  Stock  of  the  Company.

                                     EXPERTS

     The  financial  statements  incorporated in this Prospectus by reference to
our Annual Report on Form 10-K for the fiscal year ended June 30, 2001 have been
so  incorporated  in  reliance  on  the  report  of  PricewaterhouseCoopers LLP,
independent  accountants,  given  on  the  authority  of said firm as experts in
auditing  and  accounting.

                      INFORMATION INCORPORATED BY REFERENCE

     The  following  documents  and  information  previously  filed  with  the
Securities and Exchange Commission by us are hereby incorporated by reference in
this  registration  statement:

     (1)  Our  amended  Annual  Report  on Form 10-K/A for the fiscal year ended
          June  30,  2001,  filed  pursuant  to  Section 13 of the Exchange Act.



                                      -18-

     (2)  Our  Current  Report  on  Form 8-K filed pursuant to Section 13 of the
          Exchange  Act  on  September  27, 2001, as amended on October 3, 2001.

     (3)  Our  Current  Report  on  Form 8-K filed pursuant to Section 13 of the
          Exchange  Act  on  July  17,  2001.

     (4)  Our  current  report  on  Form 8-K filed pursuant to Section 13 of the
          Exchange  Act  on  October  24,  2001.

     (5)  The  description  of  our  common  stock contained in our registration
          statement on Form 8-A filed July 26, 2000 pursuant to Section 12(g) of
          the  Exchange  Act  and  declared  effective  August  9,  2000.

     All  reports  and  other  documents  subsequently  filed  by us pursuant to
Sections  13(a),  13(c), 14 and 15(d) of the Exchange Act after the date of this
prospectus and prior to the filing of a post-effective amendment which indicates
that  all  securities  registered  have  been  sold  or  which  de-registers all
securities  then  remaining  unsold,  shall  be  deemed  to  be  incorporated by
reference  in this registration statement and to be part hereof from the date of
filing  of such documents.  You may request a copy of these filings, at no cost,
by writing:  Director of Investor Relations, Evolve Software, Inc., at 1400 65th
Street, Suite 100, Emeryville, CA  94608, or by calling the Director of Investor
Relations  at  (510)  428-6000.


                                      -19-




                              EVOLVE SOFTWARE, INC.

                                7,661,097 SHARES

                                       OF

                                  COMMON STOCK

                    _________________________________________

                                   PROSPECTUS

                    _________________________________________



                                OCTOBER __, 2001




                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS



ITEM  14.  OTHER  EXPENSES  OF  ISSUANCE  AND  DISTRIBUTION.

     The  Company will pay all expenses incident to the offering and sale to the
public  of  the shares being registered other than any commissions and discounts
of  underwriters,  dealers  or agents and any transfer taxes.  Such expenses are
set forth in the following table.  All of the amounts shown are estimates except
for  the  Securities  and  Exchange  Commission  ("SEC")  registration  fee.


                     SEC Registration Fee . . . .  $   920
                     Accounting fees and expenses  $10,000
                     Legal fees and expenses. . .  $10,000
                     Miscellaneous. . . . . . . .  $   580
                               Total. . . . . . .  $21,500


ITEM  15.  INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.

     Section  145  of the Delaware General Corporation Law permits a corporation
to  include  in its charter documents, and in agreements between the corporation
and  its  directors  and  officers,  provisions  expanding  the  scope  of
indemnification  beyond  that  specifically  provided  by  the  current  law.

     Article  IX  of  our  Amended  and  Restated  Certificate  of Incorporation
provides  for the indemnification of directors to the fullest extent permissible
under  Delaware  law.

     Article  VI  of  our  Amended  and  Restated  Bylaws  provides  for  the
indemnification  of officers, directors and third parties acting on behalf of us
if  such person acted in good faith and in a manner reasonably believed to be in
and  not  opposed to our best interest, and, with respect to any criminal action
or proceeding, the indemnified party had no reason to believe his or her conduct
was  unlawful.

     We  have  entered  into  indemnification  agreements with our directors and
executive  officers,  in addition to indemnification provided for in our Amended
and  Restated  Bylaws,  and intend to enter into indemnification agreements with
any  new  directors  and  executive officers in the future.  The indemnification
agreements  may  require  us, among other things, to indemnify our directors and
officers  against  certain liability that may arise by reason of their status or
service  as  directors and officers (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
obtain  directors'  and  officers'  insurance, if available on reasonable terms.


                                      II-1


ITEM  16.  EXHIBITS.

Exhibit   Description
Number
--------  ----------------------------------------------------------------------
   4.1*   Asset  Acquisition  Agreement by and between Evolve Software, Inc. and
          Vivant! Corporation  dated May 22, 2001

   4.2*   Registration Rights Agreement by and between Evolve Software, Inc. and
          Vivant!  Corporation dated June 29, 2001

   5.1+   Opinion of counsel as to legality of securities being registered

  23.1    Consent of PricewaterhouseCoopers LLP, Independent Accountants

  23.2+   Consent of Counsel

  24.1+   Power of Attorney
____________________
*     Incorporated  by  reference  to  our  Current  Report on Form 8-K filed on
      July  17,  2001.
+     Previously  filed.


ITEM  17.  UNDERTAKINGS.

(a)   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  of  1933;

          (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;  and

          (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)(1)(ii) do not apply if
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 of 1934 that are incorporated by
reference  in  this  Registration  Statement.

     (2) That, for the purpose of determining any liability under the Securities
Act  of  1933, as amended, 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)     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  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.


                                      II-2

(c)     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.


                                      II-3

                                   SIGNATURES

     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-3  and  has  duly  caused  this  Amended
Registration  Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Emeryville, State of California, on this 26th of
October,  2001.

                                          Evolve  Software,  Inc.




                                          /s/  Kenneth  J.  Bozzini
                                          ----------------------------
                                          Kenneth  J.  Bozzini
                                          Chief Financial Officer and
                                          Vice President, Finance




                                      II-4

     Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities  and  on  the  date  indicated.



SIGNATURE                                     TITLE                          DATE
-----------------------------  ----------------------------------------  -----------------
                                                                               

    /s/ Lin Johnstone          Interim President and Chief Operating     October 26, 2001
-----------------------------  Officer (Principal Executive Officer)
        Lin Johnstone
                               Chief Financial Officer, Vice President,
    /s/ Kenneth J. Bozzini     Finance, Corporate Controller (Principal  October 26, 2001
-----------------------------  Financial  Officer  and  Principal
        Kenneth J. Bozzini     Accounting  Officer)

    /s/ Gayle Crowell*         Chairman                                  October 26, 2001
-----------------------------
        Gayle Crowell

    /s/ Cary Davis*            Director                                  October 26, 2001
-----------------------------
        Cary Davis

    /s/ Jeffrey M. Drazan*     Director                                  October 26, 2001
-----------------------------
        Jeffrey M. Drazan

    /s/ Judith H. Hamilton*    Director                                  October 26, 2001
-----------------------------
        Judith H. Hamilton

    /s/ Nancy Martin*          Director                                  October 26, 2001
-----------------------------
        Nancy Martin

    /s/ John R. Oltman*        Director                                  October 26, 2001
-----------------------------
        John R. Oltman

   /s/ Paul Rochester*         Director                                  October 26, 2001
-----------------------------
       Paul Rochester

*By:   /s/ Kenneth J. Bozzini                                            October 26, 2001
-----------------------------
       Kenneth J. Bozzini
       Attorney-in-Fact



                                      II-5

                              EVOLVE SOFTWARE, INC.

                       REGISTRATION STATEMENT ON FORM S-3
                       ----------------------------------

                               INDEX TO EXHIBITS


Exhibit
Number                            Description
--------  ----------------------------------------------------------------------
   4.1*   Asset  Acquisition  Agreement by and between Evolve Software, Inc. and
          Vivant! Corporation dated May 22, 2001

   4.2*   Registration Rights Agreement by and between Evolve Software, Inc. and
          Vivant! Corporation dated June 29, 2001

   5.1+   Opinion of counsel as to legality of securities being registered

  23.1    Consent of PricewaterhouseCoopers LLP, Independent Accountants

  23.2+   Consent of Counsel

  24.1+   Power of Attorney
____________________
*     Incorporated  by  reference  to  our  Current  Report on Form 8-K filed on
      July  17,  2001.
+     Previously  filed.



                                      II-6