UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C.  20549


                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

                                 AUGUST 26, 2002
                                 Date of Report
                        (Date of earliest event reported)

                              EVOLVE SOFTWARE, INC.
             (Exact name of registrant as specified in its charter)

                                    DELAWARE
                 (State or other jurisdiction of incorporation)


            000-31155                                  94-3219745
      (Commission File No.)              (IRS Employer Identification Number)


                           1400 65TH STREET, SUITE 100
                          EMERYVILLE, CALIFORNIA 94608
                    (Address of Principal Executive Offices)

                                  510-428-6000
              (Registrant's Telephone Number, Including Area Code)



ITEM  5.     OTHER  EVENTS
--------     -------------

     On  August  26,  2002,  Evolve  Software, Inc., a Delaware corporation (the
"Company"), sold  an additional 50,000 shares of Series B Preferred Stock of the
Company  for  an  aggregate  purchase  price  of  $500,000 pursuant to the terms
previously  disclosed in the Company's Current Report on Form 8-K filed with the
Securities  and  Exchange  Commission  on  August  21,  2002.





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                                   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  hereunto  duly  authorized.


Date:  August 27, 2002                       EVOLVE SOFTWARE, INC.


                                             By:    /s/  Arthur  T.  Taylor
                                                    ----------------------------
                                             Name:   Arthur  T.  Taylor
                                             Title:  Chief Financial Officer
                                                     and  Vice  President



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