UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

o

Rule 13d-1(b)

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Rule 13d-1(c)

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Rule 13d-1(d)

CUSIP No.  30049R 10 0

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
George A. Hallenbeck

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
United States of America

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
1,433,721

6.

Shared Voting Power
-0-

7.

Sole Dispositive Power
1,433,721

8.

Shared Dispositive Power
-0-

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,433,721(1)

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
9.09%

12.

Type of Reporting Person (See Instructions)
IN

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Jacquie Hallenbeck(2)

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
United States of America

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
-0-

6.

Shared Voting Power
-0-

7.

Sole Dispositive Power
-0-

8.

Shared Dispositive Power
-0-

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
-0-

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
0%

12.

Type of Reporting Person (See Instructions)
IN

Item 1.

(a)

Name of Issuer
Evolving Systems, Inc.

(b)

Address of Issuer’s Principal Executive Offices
9777 Mt. Pyramid Court, Suite 100

Englewood, Colorado 80112

Item 2.

(a)

Name of Person Filing
George A. Hallenbeck, on his own behalf and on behalf of Jacquie Hallenbeck (see the Joint Filing Agreement attached hereto as Exhibit A).

(b)

Address of Principal Business Office or, if none, Residence
c/o Evolving Systems, Inc.
9777 Mt. Pyramid Court, Suite 100
Englewood, CO 80112

(c)

Citizenship
United States of America

(d)

Title of Class of Securities
Common Stock

(e)

CUSIP Number
30049R 10 0

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:  N/A

(a)

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

(b)

o

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

(c)

o

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

(d)

o

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

(e)

o

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

(f)

o

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

(g)

o

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

(h)

o

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

(i)

o

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)

o

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

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)

Amount beneficially owned:   

George A. Hallenbeck:        1,433,721

Jacquie Hallenbeck:                -0-

(b)

Percent of class:   

George A. Hallenbeck:        9.09%

Jacquie Hallenbeck:                0%

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote   

George A. Hallenbeck:        1,433,721

Jacquie Hallenbeck:             -0-

(ii)

Shared power to vote or to direct the vote    

George A. Hallenbeck:        -0-

Jacquie Hallenbeck:             -0-

(iii)

Sole power to dispose or to direct the disposition of   

George A. Hallenbeck:        1,433,721

Jacquie Hallenbeck:             -0-

(iv)

Shared power to dispose or to direct the disposition of   

George A. Hallenbeck:        -0-

Jacquie Hallenbeck:             -0-

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   o.

N/A

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

N/A

Item 7.

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

N/A

Item 8.

Identification and Classification of Members of the Group

N/A

Item 9.

Notice of Dissolution of Group

N/A

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.

2/11/04

Date

/s/ George A. Hallenbeck

Signature

George A. Hallenbeck

Name/Title

/s/ George A. Hallenbeck

George A. Hallenbeck

/s/ Jacquie Hallenbeck

Jacquie Hallenbeck