Under the Securities Exchange Act of 1934
(Amendment No. 2)*

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

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Item 1.

(a)

Name of Issuer

Evolve Software, Inc.

(b)

Address of Issuer's Principal Executive Offices

1400 65th Street, Suite 100
Emeryville, CA 94608

Item 2.

(a)

Name of Person Filing

VivCorp., Inc.

(b)

Address of Principal Business Office or, if none, Residence

6114 LaSalle Avenue, #323
Oakland, CA 94611

(c)

Citizenship

VivCorp is a Delaware Corportion

(d)

Title of Class of Securities

Common Stock, par value $0.001 per share

(e)

CUSIP Number

30049P 10 4

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

[  ]

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

[  ]

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

[  ]

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

[  ]

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

(e)

[  ]

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

[  ]

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

[  ]

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

[  ]

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

[  ]

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

[  ]

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4.

Ownership.

(a)

Amount beneficially owned:

3,013,870

(b)

Percent of class:

approximately 6.7%

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote

3,013,870

(ii)

Shared power to vote or to direct the vote

not applicable

(iii)

Sole power to dispose or to direct the disposition of

3,013,870

(iv)

Shared power to dispose or to direct the disposition of

not applicable

Item 5.

Ownership of Five Percent or Less of a Class

          If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [  ].

Instruction: Dissolution of a group requires a response to this item.

Not applicable

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

          Pursuant to the terms of a Security Agreement, dated as of January 12, 2001, certain creditors of VivCorp, Inc. (the reporting person identified in Item 2(a)) have a security interest in the securities of the issuer identified in Item 1. As a result, such creditors also have a security interest in the dividends from such securities and in the proceeds from the sale of such securities. Under certain circumstances set forth in Security Agreement and related agreements, such creditors of VivCorp, Inc. may have the right to receive dividends from, or the proceeds from the sale of, the securities of the issuer identified in Item 1.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

          Not applicable.

Item 8.

Identification and Classification of Members of the Group

          Not applicable.

Item 9.

Notice of Dissolution of Group

          Not applicable.

Item 10.

Certification

          By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

        After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

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