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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): July 21, 2004

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

            Delaware                      000-50463            77-0438629
(State or Other Jurisdiction of       (Commission File        (IRS Employer
         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 July 21, 2004

Item 9. Regulation FD Disclosure.

Item 12. Results of Operations and Financial Condition.

      Callidus Software Inc. issued a press release on July 21, 2004, announcing
its  earnings  results  for the  second  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: July 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 July 21, 2004.