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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 28, 2005

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

            Delaware                   000-50463               77-0438629
(State or Other Jurisdiction of       (Commission            (IRS Employer
         Incorporation)               File 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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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

|_|   Written communications pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17
      CFR 240.14a -12(b))

|_|   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d -2(b))

|_|   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e -4(c))

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Item 2.02. Results of Operations and Financial Condition

      On April 28, 2005, Callidus Software Inc. issued a press release
announcing its financial results of and for the quarter ended March 31, 2005.
The press release is furnished as Exhibit 99.1 to this Current Report on Form
8-K. The information furnished in this report, including the exhibit, shall not
be deemed to be incorporated by reference into Callidus Software Inc.'s filings
with the SEC under the Securities Act of 1933 and shall not be deemed to be
"filed" with the SEC under the Securities Exchange Act of 1934.

Item 9.01. Financial Statements and Exhibits

      (c) Exhibits

      99.1 Earnings Press Release, dated April 28, 2005




                                   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 28, 2005                        By: /s/ RONALD J. FIOR
                                                -------------------------------
                                                Name:  Ronald J. Fior
                                                Title: Vice President, Finance
                                                       Chief Financial Officer,




                                  Exhibit Index

99.1  Earnings Press Release, dated April 28, 2005.