Sec Form 3 Filing - CULLEN JOHN M JR @ EVOLVING SYSTEMS INC - 2004-01-01

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person CULLEN JOHN M JR 2. Issuer Name and Ticker or Trading Symbol EVOLVING SYSTEMS INC [ EVOL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Sr. V. P. Corp. Development (Last) (First) (Middle) C/O EVOLVING SYSTEMS, INC., 9777 MT. PYRAMID COURT, SUITE 100 3. Date of Earliest Transaction (MM/DD/YY) 01/01/2004 (Street) ENGLEWOOD, CO80112 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 344,375( 1 ) D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Employee Stock Option (Right to Buy) $ 14.15 ( 2 ) 11/02/2013 Common Stock 100,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other CULLEN JOHN M JR C/O EVOLVING SYSTEMS, INC. 9777 MT. PYRAMID COURT, SUITE 100 ENGLEWOOD, CO80112 Sr. V. P. Corp. Development Signatures Anita T. Moseley, Attorney in Fact for John M. Cullen, Jr. 01/05/2004 Signature of Reporting Person Date

Explanation of Responses:

( 1 )57,338 of these shares are being held in escrow pursuant to the terms of a Hold-Back Share Escrow Agreement between Evolving Systems, Inc., John M. Cullen, Jr. and Wells Fargo Bank West, N.A., as escrow agent. This escrow agreement was entered into between the parties in conjunction with Evolving Systems' acquisition of CMS Communications, Inc., which closed on November 3, 2003. The excess, if any, of the escrowed shares over the sum of the claims made by Evolving Systems against the escrow will be released to Mr. Cullen on November 4, 2004, or, if later, the date on which any and all such claims are fully resolved. The escrowed shares may not be sold by Mr. Cullen unless and until they are released from escrow to Mr. Cullen. ( 2 )25% of the shares vest on November 3, 2004; the remaining shares vest in twelve quarterly installments beginning February 3, 2005.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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