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                               November 15, 2021

       Matthew Stecker
       Chief Executive Officer
       Evolving Systems, Inc.
       9800 Pyramid Court, Suite 400
       Englewood, Colorado 80112

                                                        Re: Evolving Systems,
Inc.
                                                            Preliminary Proxy
Statement on Schedule 14A
                                                            Filed October 29,
2021
                                                            File No. 001-34261

       Dear Mr. Stecker:

              We have reviewed your filing and have the following comments. In
some of our
       comments, we may ask you to provide us with information so we may better
understand your
       disclosure.

              Please respond to these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to these comments, we may have additional comments.

       Preliminary Proxy Statement on Schedule 14A

       Cover Page

   1.                                                   Please revise the cover
page to prominently and clearly disclose that none of the
                                                        proceeds from the sale
of substantially all of your assets will be distributed to your
                                                        stockholders.
   2.                                                   You state here that
your board of directors unanimously determined that the sale of
                                                        substantially all of
your assets is advisable, expedient and for the best interests of the
                                                        company's stockholders.
Please revise the cover page to better explain why the board
                                                        believes this
transaction - a transaction in which substantially all of the company's assets
                                                        will be sold and none
of the proceeds from this sale will be distributed to stockholders - is
                                                        in the best interests
of the company's stockholders. Please include a longer explanation in
                                                        your section titled
"Reasons for the Sale; Recommendation of Our Board of Directors."
 Matthew Stecker
Evolving Systems, Inc.
November 15, 2021
Page 2
3.    Please revise the cover page to briefly describe your post-closing assets
and business
      plan. To the extent you currently have no definitive post-closing plans,
please state this.
      Also, include a discussion of your stockholders' rights in the event you
choose to wind up
      your affairs. Lastly, please disclose here that your stock may be
delisted and you may
      become a shell company, and include a longer discussion elsewhere of the
effects of
      becoming delisted and/or a shell company.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Please contact Olivia Bobes, Law Clerk, at (202) 551-7361 or Mitchell
Austin, Staff
Attorney, at (202) 551-3574 with any questions.



                                                            Sincerely,
FirstName LastNameMatthew Stecker
                                                            Division of
Corporation Finance
Comapany NameEvolving Systems, Inc.
                                                            Office of
Technology
November 15, 2021 Page 2
cc:       Brian Clarke, Esq.
FirstName LastName