8-K

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

                                   ----------

                                    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): March 29, 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 March 29, 2004

Item 9. Regulation FD Disclosure.

      Pursuant to Item 9, "Regulation FD Disclosure," Callidus Software Inc.
issued a press release announcing the anticipated revenues and a net loss for
the fiscal quarter ending March 31, 2004. A copy of this press release is
attached 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: March 29, 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 March 29, 2004

EX-99.1

                                                                    Exhibit 99.1

             Callidus Software Revises Revenue and Earnings Outlook
                           For the First Quarter 2004

    SAN JOSE, Calif., March 29 /PRNewswire-FirstCall/ -- Callidus Software
Inc. (Nasdaq: CALD), the leader in Enterprise Incentive Management (EIM)
software systems, today revised its outlook for the first quarter ending
March 31, 2004.
    The Company expects total revenues for the first quarter of 2004 to be
between $16.5 million and $18.0 million due to a shortfall of license
revenues.  As a result Callidus anticipates a net loss for the quarter on both
a GAAP and non-GAAP basis.  The Company expects to end the quarter with
approximately $75 million of cash and investments.
    "Callidus Software, like many enterprise software companies, transacts a
significant portion of its quarterly business at the end of each quarter,"
stated Reed Taussig, president and CEO of Callidus Software.  "Our quarterly
license revenues are dependent on a relatively small number of large
transactions involving sales of our products to customers, and any delay or
failure in closing one or more of these transactions could adversely affect
our results of operations.  In this quarter, we failed to close several
transactions due to customers' merger and acquisition activities.  In
addition, a number of customers failed to conclude contracts due to their
timing or budgetary considerations.  We are disappointed with these results.
However, we continue to be optimistic about our business, given the potential
of the emerging EIM market, our product position, and our strong customer
base.  We will address second quarter and full year guidance on our planned
April conference call."

    Conference Call
    A conference call to discuss the Company's outlook for the first quarter
is scheduled for 5:15 a.m. Pacific Standard Time (PST), Monday, March 29,
2004.  The conference call is available via web cast and can be accessed live,
and for one week after the call, at the Investor Relations section of Callidus
Software's website at www.callidussoftware.com.  To participate in the call
via telephone, the dial in number is 800-901-5217 (international
617-786-2964), pass code 19479329.  A replay of the conference call can be
accessed after 7:15 a.m. PST, by calling 888-286-8010 (international
617-801-6888), pass code 30224647.

    About Callidus Software
    Founded in 1996, Callidus Software (www.callidussoftware.com) is a leading
provider of EIM systems to global companies across multiple industries.
Callidus' EIM systems allow enterprises to develop and manage competitive
incentive compensation linked to the achievement of strategic business
objectives.  Through its TrueComp Grid(TM) architecture, Callidus delivers the
industry's only EIM solution that combines the power and scalability of grid
computing with the flexibility of rules-based interface.  Customers/Partners
include Apple Computer, AT&T Wireless, BMC Software, CUNA Mutual Insurance,
DIRECTV, Dun & Bradstreet, IBM, JP Morgan Chase & Co., Pennzoil-Quaker State
Company, and SBC Communications.

    Note on Forward-Looking Statements
    The forward looking statements included in this press release, including
guidance for the first quarter of 2004, reflect management's best judgment
based on factors currently known and involve risks and uncertainties.  These
risks and uncertainties include, but are not limited to, timing of license
orders, potential material fluctuations in financial results and future growth
rates, decreases in customer spending, increased competition or new entrants
in the marketplace and other risks detailed in the company's SEC reports,
including its Form 10-K, copies of which may be obtained by contacting
Callidus Software's Investor Relations department at 408-808-6577, or the
Investor Relations section of Callidus Software's website
(www.callidussoftware.com).  Actual results may differ materially from those
discussed in this release.  We assume no obligation to update the information
contained in this release.

    Callidus Software, the Callidus Software logo, TrueComp, and
TruePerformance are registered trademarks and TrueAnalytics, TrueComp Grid,
TrueComp Manager, TrueComp Viewer, TrueDiagnostics, TrueInformation,
TrueIntegration, TruePortal, TrueReferral, TrueResolution, TrueService,
TrueSuccess, TrueSupport, Solutions for the Strategic Enterprise and Everyone
Profits are trademarks of Callidus Software Inc. in the United States and
other countries.  Other trademarks are the property of their respective
holders.

SOURCE  Callidus Software Inc.
    -0-                             03/29/2004
    /CONTACT:  Investor Relations, Jon Pexton, +1-408-808-6577,
ir@callidussoftware.com, or Press, Jane Le Fevre, +1-408-808-6511,
pr@callidussoftware.com, both of Callidus Software Inc./
    /Web site:  http://www.callidussoftware.com /
    (CALD)

CO:  Callidus Software Inc.
ST:  California
IN:  CPR STW TLS
SU:  CCA