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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                ________________

                                   SCHEDULE TO
                             TENDER OFFER STATEMENT
                                      UNDER
                       SECTION 14(D)(1) OR 13(E)(1) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                                ________________

                              EVOLVE SOFTWARE, INC.
                                (AMENDMENT NO. 1)
         (NAME OF SUBJECT COMPANY (ISSUER) AND FILING PERSON (OFFEROR))

          OPTIONS TO PURCHASE COMMON STOCK, PAR VALUE $0.001 PER SHARE
                         (TITLE OF CLASS OF SECURITIES)
                                      N/A*
                      (CUSIP NUMBER OF CLASS OF SECURITIES)

                               KENNETH J. BOZZINI
                             CHIEF FINANCIAL OFFICER
                              EVOLVE SOFTWARE, INC.
                           1400 65TH STREET, SUITE 100
                              EMERYVILLE, CA 94608
                                 (510) 428-6000
 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND
                   COMMUNICATIONS ON BEHALF OF FILING PERSON)

                                   COPIES TO:

                             LARRY W. SONSINI, ESQ.
                               RAMSEY HANNA, ESQ.
                        WILSON SONSINI GOODRICH & ROSATI,
                            PROFESSIONAL CORPORATION
                               650 PAGE MILL ROAD
                        PALO ALTO, CALIFORNIA 94304-1050
                                 (650) 493-9300

                            CALCULATION OF FILING FEE
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              TRANSACTION VALUATION+                        AMOUNT OF FILING FEE
--------------------------------------------------------------------------------
$     333,304 . . . . . . . . . . . . . . . . . . . . . .   Previously paid
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  +  Calculated  solely  for purposes of determining the filing fee. This amount
     assumes that options to purchase 1,822,690 shares of common stock of Evolve
     Software,  Inc. (the "Company") having an aggregate value of $333,304 as of
     December 4, 2001 will be exchanged and/or cancelled pursuant to this offer.
     The  aggregate  value  of  such  options  was  calculated  based  on  the
     Black-Scholes  option  pricing  model.  The  amount  of  the  filing  fee,
     calculated  in  accordance with Rule 0-11(b) of the Securities Exchange Act
     of  1934,  as  amended,  equals  1/50th  of one percent of the value of the
     transaction.

[x]  Check  the  box  if any part of the fee  is  offset  as  provided  by  Rule
     0-11(a)(2)  and  identify  the  filing  with  which  the offsetting fee was
     previously  paid.  Identify  the  previous filing by registration statement
     number,  or  the  Form  or  Schedule  and  the  date  of  its  filing.
                         AMOUNT PREVIOUSLY PAID: $66.66
                        FORM OR REGISTRATION NO.: 5-60105
                            FILING PARTY: THE COMPANY
                          DATE FILED: DECEMBER 5, 2001

[ ]  Check  the  box if the filing relates solely to preliminary  communications
     made  before  the  commencement  of  a  tender  offer.

Check  the  appropriate  boxes  below to designate any transactions to which the
statement  relates:

[ ]  third  party  tender  offer  subject  to  Rule  14d-1.
[X]  issuer  tender  offer  subject  to  Rule  13e-4.
[ ]  going-private  transaction  subject  to  Rule  13e-3.
[ ]  amendment  to  Schedule  13D  under  Rule  13d-2.

Check the following box if the filing is a final amendment reporting the results
of  the  tender  offer:  [ ]

  *     There  is  no trading market or CUSIP Number for the options. The CUSIP
Number for the underlying common stock is 30049P104.
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                                   SCHEDULE TO

                             INTRODUCTORY STATEMENT

     This  Amendment  amends  and  supplements  the  Tender  Offer  Statement on
Schedule TO filed with the Securities and Exchange Commission (the "Commission")
on  December  5,  2001,  relating  to  our  offer to exchange certain options to
purchase shares of our common stock, par value $0.001 per share, under the terms
and  subject  to  the  conditions  set  forth  under "The Offer" in the Offer to
Exchange  dated  December 5, 2001.  This Amendment's sole purpose is to file the
Presentation  to  Employees  with  the  Commission.

ITEM  12.     EXHIBITS.

     (a)    (1)    (i)*   Offer  to Exchange Certain Outstanding Options for New
                   Options, dated December 5, 2001.

                   (ii)*  Election Form.

                   (iii)* Letter from Chairman to Employees, dated December 5,
                   2001.

                   (iv)*  Form  of  Notice  to  Withdraw  from  the  Offer.

                   (v)*   Form  of  Promise  to  Grant  Stock  Option(s).

                   (vi)   Presentation to Employees.

            (5)    (i)*   Evolve  Software, Inc. Amended and Restated 2000 Stock
                   Plan.

                   (ii)*  Form of agreement under Evolve Software, Inc. Amended
                   and Restated 2000 Stock Plan.

                   (iii)* Evolve Software, Inc. 2000 Stock Plan Prospectus.

     (b)    Not  applicable.

     (d)    (1)    Certificate of Designation of  Evolve Software, Inc. Series A
            Preferred  Stock,  filed  as  Exhibit 10.4 to the Company's  Current
            Report  on  Form  8-K/A  filed  on October 3, 2001, and incorporated
            herein by reference.

            (2)    Form  of  Form  A  Subscription  Warrant  and  Form of Form B
            Subscription Warrant, filed as Exhibit 10.2 to the Company's Current
            Report  on  Form 8-K/A  filed  on October 3, 2001,  and incorporated
            herein by reference.

            (3)    Form  of Warrant to Purchase Shares of Common Stock, filed as
            Exhibit  10.3 to the Company's Current Report on Form 8-K/A filed on
            October 3, 2001,  and  incorporated  herein  by  reference.

     (g)    Not  applicable.

     (h)    Not  applicable.

*Previously filed as an exhibit to the Schedule TO filed with the Securities and
Exchange Commission on December 5, 2001.




                                    SIGNATURE

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

                                EVOLVE  SOFTWARE,  INC.


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

Date:  December 7, 2001







                                                 INDEX TO EXHIBITS


  EXHIBIT
  NUMBER      DESCRIPTION
  ------      -----------
           

  (a)(1)(i)*  Offer to Exchange Certain Outstanding Options for New Options, dated December 5, 2001.
 (a)(1)(ii)*  Election Form.
(a)(1)(iii)*  Letter from Chairman to Employees, dated December 5, 2001.
 (a)(1)(iv)*  Form of Notice to Withdraw from the Offer.
  (a)(1)(v)*  Form of Promise to Grant Stock Option(s).
 (a)(1)(vi)   Presentation to Employees.
  (a)(5)(i)*  Evolve Software, Inc. Amended and Restated 2000 Stock Plan.
 (a)(5)(ii)*  Form of agreement under Evolve Software, Inc. Amended and Restated 2000 Stock Plan.
(a)(5)(iii)*  Evolve Software, Inc. 2000 Stock Plan Prospectus.
   (d)(1)     Certificate of Designation of Evolve Software, Inc. Series A Preferred Stock, filed as Exhibit 10.4
              to the Company's Current Report on Form 8-K/A filed on October 3, 2001, and incorporated herein by
              reference.
   (d)(2)     Form of Form A Subscription Warrant and Form of Form B Subscription Warrant, filed as Exhibit 10.2
              to the Company's Current Report on Form 8-K/A filed on October 3, 2001, and incorporated herein by
              reference.
   (d)(3)     Form of Warrant to Purchase Shares of Common Stock, filed as Exhibit 10.3 to the Company's Current
              Report on Form 8-K/A filed on October 3, 2001, and incorporated herein by reference.


*Previously filed as an exhibit to the Schedule TO filed with the Securities and
Exchange  Commission  on  December 5, 2001.