UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 3)

Evolving Systems, Inc.

(Name of Issuer)

Common Stock

of Person Authorized to Receive Notices

and Communications)

December 12, 2008

     If the filing person has previously filed a statement on Schedule 13G to report this acquisition that is the subject of this Schedule 13D, and is filing this Schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box: o

     *The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

     The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

 

 

 

     This constitutes Amendment No. 3 to the Statement on Schedule 13D (the “Amendment No. 3”), filed on behalf of Karen Singer (“Ms. Singer”), dated February 28, 2008 (the “Statement”), relating to the common stock (the “Common Stock”) of Evolving Systems, Inc., a Delaware corporation (the “Issuer”). This Amendment No. 3 is being filed to report that Amendment No. 2 to the Statement, dated December 11, 2008, inadvertently reported a purchase of 58,480 shares of Common Stock by Ms. Singer on December 8, 2008 for the price of 0.8088 per share of Common Stock whereas the actual price was 0.7923 per share of Common Stock. Unless specifically amended or modified hereby, the disclosure set forth in the Statement shall remain unchanged.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 of the Statement is hereby amended and restated as follows:

     Ms. Singer is the trustee of the Trust, which was created pursuant to that certain Trust Agreement, dated May 29, 1998 (the “Trust Agreement”). All of the shares of Common Stock reported herein were purchased with funds generated and held by the Trust. The aggregate amount of funds used for the purchase of these shares was $6,766,878.00.

Item 5. Interest in Securities of the Issuer.

Item 5 of the Statement is hereby amended and restated in its entirety as follows:

     (a) Ms. Singer is the beneficial owner of 3,692,434 shares of Common Stock as trustee of the Trust, comprising approximately 19.0% of the outstanding shares of Common Stock.

     (b) Ms. Singer has sole dispositive and voting power over all of the shares of Common Stock reported on this Schedule 13D.

     (c) Ms. Singer has effected the following transactions in shares of Common Stock on the open market in the past 60 days:

						No. of
Transaction		Trade date				Shares			Price/share
Purchase			10/14/2008				2,150				1.11
Purchase			10/15/2008				5,296				1.11
Purchase			10/17/2008				2,650				1.11
Purchase			10/22/2008				8,410				1.11
Purchase			10/27/2008				3,004				1.05
Purchase			11/13/2008				55,400				1.00
Purchase			12/1/2008				25,000				0.82
Purchase			12/4/2008				50,000				0.85
Purchase			12/8/2008				58,480				0.7923
Purchase			12/9/2008				640				0.78

     (d) No person other than Ms. Singer has the right to receive or the power to direct the receipt of distributions or dividends from, or the proceeds from the transfer of, the reported securities.

     (e) Not applicable.

SIGNATURES

     After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.

Dated: December 18, 2008