As filed with the Securities and Exchange Commission on May ___, 2002
                         Registration No. 333-_________


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

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                             EVOLVING SYSTEMS, INC.
             (Exact name of registrant as specified in its charter)

         Delaware                                               84-1010843
(State or Other Jurisdiction of                              (I.R.S. Employer
Incorporation or Organization)                               Identification No.)

9777 Mt. Pyramid Court
Englewood, Colorado                                                  80112
(303) 802-1000                                                    (Zip Code)
(Address of principal executive offices)

                          Employee Stock Purchase Plan
                              (Full title of plan)

                                                 With a copy to:
George A. Hallenbeck                             Charles D. Maguire, Jr., Esq.
Chief Executive Officer and                      Holme Roberts & Owen LLP
Chairman of the Board                            1700 Lincoln Street
Evolving Systems, Inc.                           Suite 4100
9777 Mt. Pyramid Court                           Denver, Colorado  80203
Englewood, Colorado  80112                       (303) 861-7000
(303) 802-1000
                     (Name and address of agent for service)
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
                                                    PROPOSED
                                                    MAXIMUM
                                  PROPOSED MAXIMUM  AGGREGATE
TITLE OF SECURITIES  AMOUNT TO BE  OFFERING PRICE   OFFERING      AMOUNT OF
 TO BE REGISTERED     REGISTERED    PER SHARE (2)   PRICE (2)  REGISTRATION FEE
--------------------------------------------------------------------------------
Common Stock (par
value $.001)          300,000 (1)       $0.53       $159,000        $14.63
--------------------------------------------------------------------------------



(1)      Increase in authorized number of shares underlying the Employee Stock
         Purchase Plan.

(2)      Estimated solely for the purpose of calculating the amount of the
         registration fee pursuant to Rules 457(c) and (h)(1) based upon the
         average of the high and low prices of the Registrant's Common Stock on
         May 28, 2002, as reported on The Nasdaq Stock Market (National Market).


<PAGE>



                   Form S-8 Pursuant to General Instruction E

This Form S-8 is filed with the Securities and Exchange Commission (the
"Commission") pursuant to General Instruction E to Form S-8. The contents of the
earlier Registration Statement on Form S-8, Registration Nos. 333-61446,
333-82473 and 333-58285 are hereby incorporated by reference into this Form S-8.
All capitalized terms not defined herein shall have the same meaning as set
forth in the Form S-8.


Item 8.  Exhibits

5.1      Legal Opinion of Holme Roberts & Owen LLP
23.1     Consent of PricewaterhouseCoopers LLP
23.2     Consent of Holme Roberts & Owen is included in Exhibit 5.1
24.1     Power of Attorney is included in the signature pages.



<PAGE>


                                   SIGNATURES


          Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Englewood, Colorado, on the 29th day of May, 2002.

                                        EVOLVING SYSTEMS, INC.


                                        By:    /s/ George A. Hallenbeck
                                               ---------------------------------
                                        Name:  George A. Hallenbeck
                                        Title: Chief Executive Officer and
                                               Chairman of the Board


         We, the undersigned officers and directors of Evolving Systems, Inc.
hereby severally constitute and appoint Brian R. Ervine and Anita T. Moseley,
and each of them singly, our true and lawful attorneys, with full power to them
and each of them singly, to sign for us in our names in the capacities indicated
below, all pre-effective and post-effective amendments to this Registration
Statement and any abbreviated Registration Statement in connection with this
Registration Statement, including but not limited to any Registration Statement
filed to register additional Common Stock which may be acquired pursuant to the
Employee Stock Purchase Plan; and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission; and to sign all documents in connection with the qualification and
sale of the Common Stock with Blue Sky authorities and with the The Nasdaq Stock
Market (National Market); granting unto said attorneys-in-fact full power and
authority to perform any other act on behalf of the undersigned required to be
done in the premises, hereby ratifying and confirming all that said
attorneys-in-fact lawfully do or cause to be done by virtue hereof. Pursuant to
the requirements of the Securities Act of 1933, this Form S-8 has been signed by
the following persons in the capacities and on the dates indicated:


NAME                      TITLE                                   DATE


/s/ George A. Hallenbeck   Chief Executive Officer and            May 29, 2002
-------------------------  Chairman of the Board
George A. Hallenbeck       (Principal Executive Officer


/s/ Brian R. Ervine        Senior Vice President of Finance,      May 28, 2002
-------------------------  Chief Financial Officer and
Brian R. Ervine            Treasurer (Principal Financial
                           and Accounting Officer)


/s/ Donald R. Dixon        Director                               May 28, 2002
-------------------------
Donald R. Dixon



<PAGE>



/s/ Robert J. Loarie       Director                               May 28, 2002
-------------------------
Robert J. Loarie


/s/ James M. Ross          Director                               May 28, 2002
-------------------------
James M. Ross


/s/ Edward H. Sproat       Director                               May 28, 2002
-------------------------
Edward H. Sproat


/s/ Michael R. Perusse     Director                               May 29, 2002
-------------------------
Michael R. Perusse

<PAGE>


                                 EXHIBIT INDEX

Exhibit
Number           Description

5.1              Legal Opinion of Holme Roberts & Owen LLP
23.1             Consent of PricewaterhouseCoopers LLP
23.2             Consent of Holme Roberts & Owen is included in Exhibit 5.1
24.1             Power of Attorney is included in the signature pages.
[{"type": "S-8", "sequence": "1", "filename": "forms82002.txt", "description": "FORM S-8 ESPP", "secsgml_size_bytes": 7355}]
{"company-data": {"conformed-name": "EVOLVING SYSTEMS INC", "cik": "0001052054", "assigned-sic": "7371", "irs-number": "841010843", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-89438", "film-number": "02666886"}, "business-address": {"street1": "9777 MT PYRAMID COURT", "city": "ENGLEWOOD", "state": "CO", "zip": "80112", "phone": "3038021000"}, "mail-address": {"street1": "9777 MT PYRAMID COURT", "city": "ENGLEWOOD", "state": "CO", "zip": "80112"}}
As filed with the Securities and Exchange Commission on May ___, 2002
                         Registration No. 333-_________

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

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                             EVOLVING SYSTEMS, INC.
             (Exact name of registrant as specified in its charter)

         Delaware                                               84-1010843
(State or Other Jurisdiction of                              (I.R.S. Employer
Incorporation or Organization)                               Identification No.)

9777 Mt. Pyramid Court
Englewood, Colorado                                                  80112
(303) 802-1000                                                    (Zip Code)
(Address of principal executive offices)

                          Employee Stock Purchase Plan
                              (Full title of plan)

                                                 With a copy to:
George A. Hallenbeck                             Charles D. Maguire, Jr., Esq.
Chief Executive Officer and                      Holme Roberts & Owen LLP
Chairman of the Board                            1700 Lincoln Street
Evolving Systems, Inc.                           Suite 4100
9777 Mt. Pyramid Court                           Denver, Colorado  80203
Englewood, Colorado  80112                       (303) 861-7000
(303) 802-1000
                     (Name and address of agent for service)
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
                                                    PROPOSED
                                                    MAXIMUM
                                  PROPOSED MAXIMUM  AGGREGATE
TITLE OF SECURITIES  AMOUNT TO BE  OFFERING PRICE   OFFERING      AMOUNT OF
 TO BE REGISTERED     REGISTERED    PER SHARE (2)   PRICE (2)  REGISTRATION FEE
--------------------------------------------------------------------------------
Common Stock (par
value $.001)          300,000 (1)       $0.53       $159,000        $14.63
--------------------------------------------------------------------------------

(1)      Increase in authorized number of shares underlying the Employee Stock
         Purchase Plan.

(2)      Estimated solely for the purpose of calculating the amount of the
         registration fee pursuant to Rules 457(c) and (h)(1) based upon the
         average of the high and low prices of the Registrant's Common Stock on
         May 28, 2002, as reported on The Nasdaq Stock Market (National Market).
Form S-8 Pursuant to General Instruction E

This Form S-8 is filed with the Securities and Exchange Commission (the
"Commission") pursuant to General Instruction E to Form S-8. The contents of the
earlier Registration Statement on Form S-8, Registration Nos. 333-61446,
333-82473 and 333-58285 are hereby incorporated by reference into this Form S-8.
All capitalized terms not defined herein shall have the same meaning as set
forth in the Form S-8.

Item 8.  Exhibits

5.1      Legal Opinion of Holme Roberts & Owen LLP
23.1     Consent of PricewaterhouseCoopers LLP
23.2     Consent of Holme Roberts & Owen is included in Exhibit 5.1
24.1     Power of Attorney is included in the signature pages.
SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Englewood, Colorado, on the 29th day of May, 2002.

                                        EVOLVING SYSTEMS, INC.

                                        By:    /s/ George A. Hallenbeck
                                               ---------------------------------
                                        Name:  George A. Hallenbeck
                                        Title: Chief Executive Officer and
                                               Chairman of the Board

         We, the undersigned officers and directors of Evolving Systems, Inc.
hereby severally constitute and appoint Brian R. Ervine and Anita T. Moseley,
and each of them singly, our true and lawful attorneys, with full power to them
and each of them singly, to sign for us in our names in the capacities indicated
below, all pre-effective and post-effective amendments to this Registration
Statement and any abbreviated Registration Statement in connection with this
Registration Statement, including but not limited to any Registration Statement
filed to register additional Common Stock which may be acquired pursuant to the
Employee Stock Purchase Plan; and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission; and to sign all documents in connection with the qualification and
sale of the Common Stock with Blue Sky authorities and with the The Nasdaq Stock
Market (National Market); granting unto said attorneys-in-fact full power and
authority to perform any other act on behalf of the undersigned required to be
done in the premises, hereby ratifying and confirming all that said
attorneys-in-fact lawfully do or cause to be done by virtue hereof. Pursuant to
the requirements of the Securities Act of 1933, this Form S-8 has been signed by
the following persons in the capacities and on the dates indicated:

NAME                      TITLE                                   DATE

/s/ George A. Hallenbeck   Chief Executive Officer and            May 29, 2002
-------------------------  Chairman of the Board
George A. Hallenbeck       (Principal Executive Officer

/s/ Brian R. Ervine        Senior Vice President of Finance,      May 28, 2002
-------------------------  Chief Financial Officer and
Brian R. Ervine            Treasurer (Principal Financial
                           and Accounting Officer)

/s/ Donald R. Dixon        Director                               May 28, 2002
-------------------------
Donald R. Dixon
/s/ Robert J. Loarie       Director                               May 28, 2002
-------------------------
Robert J. Loarie

/s/ James M. Ross          Director                               May 28, 2002
-------------------------
James M. Ross

/s/ Edward H. Sproat       Director                               May 28, 2002
-------------------------
Edward H. Sproat

/s/ Michael R. Perusse     Director                               May 29, 2002
-------------------------
Michael R. Perusse
EXHIBIT INDEX

Exhibit
Number           Description

5.1              Legal Opinion of Holme Roberts & Owen LLP
23.1             Consent of PricewaterhouseCoopers LLP
23.2             Consent of Holme Roberts & Owen is included in Exhibit 5.1
24.1             Power of Attorney is included in the signature pages.