8-K

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


                              FORM 8-K CURRENT REPORT

                     Pursuant to Regulation FD Rules 100 and 101


                                February 22, 2001
                   Date of Report (Date of earliest event reported)

                          Commission File Number 000-24201



                             CARREKER CORPORATION
                 (Exact name of Registrant as specified in its charter)



              Delaware                                 75-1622836
    (State or other jurisdiction of                (IRS Employer
       incorporation or organization)           Identification Number)



                       4055 Valley View Lane, Suite 1000
                               Dallas, Texas 75244
              (Address of principal executive offices -- zip code)

       Registrant's telephone number, including area code: (972) 458-1981



Item 9. Regulation FD Disclosure

      On February 22, 2001, the Registrant issued a press release reaffirming
guidance for the fourth quarter of fiscal year 2000 and for fiscal year 2001.
A copy of such press release is filed as Exhibit 99.1 hereto and is
incorporated by reference herein.



                                    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.


                                           CARREKER CORPORATION



Dated: February 22, 2001                    By: /s/ Terry L. Gage
                                               --------------------------
                                                Terry L. Gage
                                                Chief Financial Officer



                                  EXHIBIT INDEX





Exhibit No.                 Description
- -----------                 -----------
                         
99.1                        Press Release dated February 22, 2001

EX-99.1

C A R R E K E R                                                     NEWS RELEASE
 enabling e-finance solutions






                     CARREKER REAFFIRMS GUIDANCE FOR 4TH QUARTER OF
                       FISCAL YEAR 2000 AND FOR FISCAL YEAR 2001


      DALLAS (February 22, 2001) - Carreker Corporation, a leading provider
of e-finance solutions for the financial industry, today reaffirmed guidance
for the fourth quarter of fiscal 2000 with revenue estimates of approximately
$30.5 million and earnings per share estimates of approximately $0.22. These
estimated results would bring fiscal year 2000 revenues to approximately $110
million and earnings per share to approximately $0.66. Carreker also
reaffirmed guidance for fiscal year 2001 with revenue estimates of
approximately $145 million and earnings per share estimates of approximately
$0.88 cents.

      "While some companies have reported weakening IT spending, we continue
to see solid demand for our products and solutions due to our compelling
value proposition and positive impact on client earnings," said J.D. "Denny"
Carreker, Chairman and Chief Executive Officer of Carreker Corporation.



ABOUT CARREKER:

      Carreker, headquartered in Dallas, Texas, is a leading provider of
integrated consulting and software solutions that enable banks to identify
and implement e-finance solutions, increase their revenues, reduce their
costs and enhance their delivery of customer services. Carreker's e-finance
solutions use leading-edge technologies to create practical applications for
banks and their customers. The Company believes that its 22 years of
experience in the banking industry, combined with a professional staff and
advanced technological expertise, allow for customized solutions for banks
and other financial institutions. Carreker offerings fall into four groups:
Revenue Enhancement, which increases banks' revenues through market
segmentation and improved customer



pricing structures; Payment Solutions, which assists banks in transitioning
from paper to electronic-based payment systems and minimizing payment
processing expenses; Enterprise Solutions, which integrates systems, combines
operations and improves workflows and internal operational processes; and
Cash Solutions, which optimizes inventory management of a bank's
cash-on-hand, including management of how much cash is needed, when it is
needed and where it is needed. Carreker's customer list includes more than
200 financial institutions in the United States, Canada, the United Kingdom,
Ireland and Australia, including 70 of the largest 100 banks in the United
States. For more information please visit the website at www.carreker.com.




      FORWARD LOOKING STATEMENT - THIS DOCUMENT CONTAINS FORWARD-LOOKING
STATEMENTS BASED ON CURRENT EXPECTATIONS THAT ARE INHERENTLY SUBJECT TO RISKS
AND UNCERTAINTIES. THE WORDS "ESTIMATE," "PROJECT," "INTEND," "EXPECT,"
"BELIEVE," "PLAN" AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY
FORWARD-LOOKING STATEMENTS. THE COMPANY'S ACTUAL RESULTS COULD DIFFER
MATERIALLY FROM THOSE CURRENTLY ANTICIPATED DUE TO A NUMBER OF FACTORS,
INCLUDING, BUT NOT LIMITED TO, CHANGES IN THE BANKING INDUSTRY'S DEMAND FOR
THE COMPANY'S SOLUTIONS, SIGNIFICANT CUSTOMER CONCENTRATION AND THE POTENTIAL
LOSS OF A SIGNIFICANT CUSTOMER, VARIATIONS IN OPERATING RESULTS, REDUCTION IN
REVENUES DUE TO PRICING ARRANGEMENTS, THE INFREQUENT USE OF LONG-TERM
CONTRACTS WITH CUSTOMERS, THE FOCUS OF THE COMPANY'S SOLUTIONS ON E-FINANCE
OPPORTUNITIES AND THE CHANCE THAT THEY WILL NOT BE ACCEPTED IN THE
MARKETPLACE, RISKS ASSOCIATED WITH RAPID GROWTH IN THE COMPANY'S BUSINESS,
THE INABILITY TO ATTRACT AND RETAIN KEY PERSONNEL, EXISTENCE OF DEFECTS OR
ERRORS IN THE COMPANY'S SOFTWARE, ABILITY TO DEVELOP NEW TECHNOLOGIES AND
SERVICES, ABILITY TO MEET THE CHANGING NEEDS OF CUSTOMERS, DEPENDENCE ON
THIRD-PARTY INTERNET PROVIDERS AND THE INTERNET, INTENSE COMPETITION, RISKS
ASSOCIATED WITH STRATEGIC ALLIANCES AND ACQUISITIONS, INABILITY TO PROTECT
THE COMPANY'S PROPRIETARY RIGHTS, INFRINGEMENT AND OTHER CLAIMS AND RELATED
EXPENSES, RELIANCE ON THIRD-PARTY LICENSES, VOLATILITY IN THE COMPANY'S STOCK
PRICE, EXPOSURE TO RISKS ASSOCIATED WITH INTERNATIONAL OPERATIONS, RELIANCE
ON INDEPENDENT CONTRACTORS, GOVERNMENTAL REGULATION AND LEGAL UNCERTAINTIES
AND ANTI-TAKEOVER PROVISIONS IN THE COMPANY'S CHARTER DOCUMENTS AND UNDER
APPLICABLE LAW.  THESE AND OTHER FACTORS ARE SET FORTH IN THE COMPANY'S
ANNUAL REPORT ON FORM 10-K/A FILED ON OCTOBER 3, 2000 AND IN OTHER REPORTS
AND DOCUMENTS FILED BY COMPANY WITH THE SECURITIES AND EXCHANGE COMMISSION
FROM TIME TO TIME. THE GUIDANCE PROVIDED IN THIS DOCUMENT IS A
FORWARD-LOOKING STATEMENT AND REPRESENTS THE COMPANY'S ESTIMATES ONLY AS OF
THE DATE OF THIS DOCUMENT, AND THE COMPANY UNDERTAKES NO OBLIGATION TO UPDATE
OR REVISE THIS GUIDANCE, WHETHER AS A RESULT OF NEW DEVELOPMENTS OR OTHERWISE.

                                    ###


KEITH TAYLOR, MEDIA RELATIONS               GEORGE MATUS, SENIOR VICE PRESIDENT,
(972) 371-1582 PH                                                  MARKETING AND
(972) 701-0758 FX                                             INVESTOR RELATIONS
Email: ketaylor@carreker.com                                   (972) 371-1601 PH
                                                               (972) 701-0758 FX
                                                      Email: gmatus@carreker.com