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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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                                    FORM 8-K

                             CURRENT REPORT PURSUANT
                          TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

        Date of report (Date of earliest event reported): April 21, 2004

                             CALLIDUS SOFTWARE INC.
                            (Exact Name of Registrant
                            as Specified in Charter)

          Delaware                     000-50463                 77-0438629
(State or Other Jurisdiction        (Commission File            (IRS Employer
      of Incorporation)                 Number)              Identification No.)

 160 W. Santa Clara Street, Suite 1500
              San Jose, CA                                         95113
(Address of Principal Executive Offices)                         (Zip Code)

                                 (408) 808-6400
              (Registrant's Telephone Number, Including Area Code)

                                 Not Applicable
          (Former Name or Former Address, if Changed Since Last Report)

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Item 7. Exhibits

      99.1  Press release dated April 21, 2004

Item 9. Regulation FD Disclosure.

Item 12. Results of Operations and Financial Condition.

      Callidus Software Inc. issued a press release on April 21, 2004,
announcing its earnings results for the first quarter of 2004. Pursuant to Item
9, "Regulation FD Disclosure" and Item 12, "Results of Operations and Financial
Condition," a copy of this press release is furnished as Exhibit 99.1 hereto and
incorporated into this Form 8-K by reference.




                                   SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                             CALLIDUS SOFTWARE INC.
Date:    April 21, 2004                      By: /s/ RONALD J. FIOR
                                                 -------------------------------
                                                 Name:  Ronald J. Fior
                                                 Title: Chief Financial Officer,
                                                        Vice President, Finance




                                  Exhibit Index

99.1 Earnings Press Release, dated April 21, 2004.