ITEM 7.01 REGULATION FD DISCLOSURE

On November 20, 2009, Evolving Systems, Inc. (the "Company") issued a press release announcing that it had fully retired the balance owing on its Subordinated Notes in advance of the May 16, 2011 due date. The outstanding amount (principal plus accrued interest) under the Subordinated Notes was approximately $3.2 million. The full text of Evolving Systems' press release is furnished herewith as Exhibit 99.1.

Text of Agreements. The full text of the Subordinated Notes was attached as Exhibit 10.1(k) to our Form 8-K filed with the SEC on November 14, 2005. The full text of the Subordination Agreement and Subordinated Notes Amendment were attached as Exhibits 10.1(h) and 10.1(i), respectively, to our Form 8-K filed with the SEC on February 27, 2008. The foregoing description is qualified in its entirety by reference to such exhibits.