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

                                 MARCH 20, 2003
                                 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)


                          150 SPEAR STREET, 11TH FLOOR
                         SAN FRANCISCO, CALIFORNIA 94105
                    (Address of Principal Executive Offices)

                                  415-229-3700
              (Registrant's Telephone Number, Including Area Code)



ITEM  2.     DISPOSITION  OF  ASSETS
--------     -----------------------

     On  April  24,  2003,  Evolve  Software,  Inc., a Delaware corporation (the
"Company")  completed  a  sale  of  substantially  all of its assets (the "Asset
Sale")  to  Primavera Systems, Inc. ("Purchaser") pursuant to the Asset Purchase
Agreement  (the  "Asset Purchase Agreement"), dated as of March 19, 2003, by and
among  Primavera  Software,  Inc.,  a  Pennsylvania  corporation  ("Parent"),
Purchaser,  a  Pennsylvania corporation and a wholly-owned subsidiary of Parent,
and  the  Company,  Amendment #1 to the Asset Purchase Agreement dated March 26,
2003  and  Amendment  #2  to  the  Asset Purchase Agreement dated April 23, 2003
(collectively,  the "Purchase Agreements"). The Purchase Agreements are attached
hereto  as  Exhibits  2.1,  2.2  and  2.3.

     Subject  to the adjustment provisions of the Purchase Agreements, Purchaser
paid  to  Seller  $8,789,057  in  cash  on  April  24,  2003 and assumed certain
liabilities  of  the Company. The above sale was approved by the U.S. Bankruptcy
Court  for  the District of Delaware (the "Bankruptcy Court") on April 23, 2003.

     The  Company  expects  that after paying off its creditors and winding down
its  operations,  it  will have about $6 million to distribute to the holders of
its  Series  B  Preferred  Stock  and will not have any assets to deliver to the
holders  of  its  Series  A Preferred Stock or Common Stock. In addition, unless
required  to do so, the Company does not intend to file its quarterly and annual
reports  on  Forms  10-Q  and 10-K in the future and instead anticipates that it
will  file  only  current  reports  on  Form  8-K containing its monthly reports
delivered  to  the  Bankruptcy  Court pursuant to Section 2015 of the Bankruptcy
Code  within 15 days after the filing of such reports with the Bankruptcy Court.
The  Company  will  discontinue filing such current reports at such time as they
are  no  longer  required  to  be  filed.

     The  Company's  failure  to file quarterly and annual reports on Forms 10-Q
and  10-K within the time periods required by Securities and Exchange Commission
rules  and  regulations  means that the Company will not be deemed "current" for
purposes  of  Rule  144  promulgated  under  the  Securities  Act of 1933. After
becoming  delinquent  in  its  reporting obligations, the Company's common stock
ticker symbol will be appended with an "E" to indicate that it's delinquent, and
will  thereafter be subject to removal from the OTC Bulletin Board following the
applicable  grace  period  of  30  to  60  days.

ITEM  3.      BANKRUPTCY  OR  RECEIVERSHIP
--------      ----------------------------

     On  March  20,  2003,  the Company, along with certain of its subsidiaries,
filed voluntary petitions for Chapter 11 bankruptcy protection in the Bankruptcy
Court.  These  cases  are  being jointly administered under case number 03-10841
(PJW).  No trustee, receiver or examiner has been appointed, and the Company and
its  subsidiaries will act as a debtors-in-possession while being subject to the
supervision  and  orders  of  the  Bankruptcy  Court.

     The Company expects that the winding down of its operation and distribution
of  its  remaining  assets  to creditors and its Series B Preferred stockholders
will be completed by the end of summer 2003 by confirmation of a Chapter 11 plan
by  the  Bankruptcy  Court.  At  the  time  the liquidation is completed through
confirmation  of  such  plan,  the  Company  intends  to file a Form 15 with the
Securities and Exchange Commission suspending its duty to file reports under the
Securities Exchange Act of 1934, and as a result of the final liquidation of the
Company and confirmation of the plan, the Common Stock, Series A Preferred Stock
and  Series  B  Preferred  Stock  will  cease  to  exist.


ITEM  7.     FINANCIAL  STATEMENTS  AND  EXHIBITS
--------     ------------------------------------

          (c)     Exhibits

          2.1       Asset Purchase Agreement, dated as of March 19, 2003, by and
                    among Primavera  Software, Inc., Primavera Systems, Inc. and
                    the Company.

          2.2       Amendment  #1  to  the Asset Purchase Agreement, dated March
                    26, 2003,  by  and among Primavera Software, Inc., Primavera
                    Systems, Inc. and the Company.

          2.3       Amendment  #2  to  the Asset Purchase Agreement, dated April
                    23, 2003,  by  and among Primavera Software, Inc., Primavera
                    Systems, Inc.  and  the  Company.



                                   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:  April 25, 2003                  EVOLVE  SOFTWARE,  INC.


                                       By:  /s/  Linda  Zecher
                                            -----------------------------------
                                            Linda  Zecher
                                            President & Chief Executive Officer



                                INDEX TO EXHIBITS


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

      2.1      Asset  Purchase  Agreement,  dated  as  of March 19, 2003, by and
               among  Primavera  Software, Inc., Primavera Systems, Inc. and the
               Company.

      2.2      Amendment  #1  to  the  Asset Purchase Agreement, dated March 26,
               2003,  by  and among Primavera Software, Inc., Primavera Systems,
               Inc.  and  the  Company.

      2.3      Amendment  #2  to  the  Asset Purchase Agreement, dated April 23,
               2003,  by  and among Primavera Software, Inc., Primavera Systems,
               Inc.  and  the  Company.