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

                                  SCHEDULE 13G

                   Under the Securities Exchange Act of 1934
                             (Amendment No.______)*


                                 Evolving Systems, Inc.
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                                (Name of Issuer)

                                  Common Stock
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                         (Title of Class of Securities)

                                    30049r100
                        ------------------------------
                                 (CUSIP Number)

                                    06/30/2005
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            (Date of Event Which Requires Filing of this Statement)


Check the appropriate box to designate the rule pursuant to which this Schedule 
is filed:

[x] Rule 13d-1(b)

[  ] Rule 13d-1(c)

[  ] Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's 
initial filing on this form with respect to the subject class of securities, 
and for any subsequent amendment containing information which would alter the 
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be 
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange 
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of 
the Act but shall be subject to all other provisions of the Act (however, see 
the Notes).
 
CUSIP NO. 30049r100
          ---------
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 1    NAMES OF REPORTING PERSONS.
      I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

      Disciplined Growth Investors, Inc., 41-1901233
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 2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
      (a) [  ]
      (b) [  ]
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 3    SEC USE ONLY 
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 4    CITIZENSHIP OR PLACE OF ORGANIZATION  USA
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              5    SOLE VOTING POWER  978,800
NUMBER OF     -----------------------------------------------------------------
SHARES   
BENEFICIALLY  6    SHARED VOTING POWER  575
OWNED BY      -----------------------------------------------------------------
EACH
REPORTING     7    SOLE DISPOSITIVE POWER  979,375
PERSON WITH   -----------------------------------------------------------------
              8    SHARED DISPOSITIVE POWER  0
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 9    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  979,375
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 10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
      (SEE INSTRUCTIONS)[   ]
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 11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  6.13%
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 12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) 
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      IA
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				INSTRUCTIONS FOR SCHEDULE 13G

Instructions for Cover Page

(1)	Names and I.R.S. Identification Numbers of Reporting Persons--Furnish 
the full legal name of each person for whom the report is filed--i.e., 
each person required to sign the schedule itself--including each 
member of a group. Do not include the name of a person required to be 
identified in the report but who is not a reporting person. Reporting 
persons are also requested to furnish their I.R.S. identification 
numbers, although disclosure of such numbers is voluntary, not 
mandatory (see "SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13G", 
below).

(2)	If any of the shares beneficially owned by a reporting person are held 
as a member of a group and that membership is expressly affirmed, 
please check row 2(a). If the reporting person disclaims membership in 
a group or describes a relationship with other person but does not 
affirm the existence of a group, please check row 2(b)[unless it is a 
joint filing pursuant to Rule 13d-1(k)(1) in which case it may not be 
necessary to check row 2(b)].

(3)	The third row is for SEC internal use; please leave blank.

(4)	Citizenship or Place of Organization--Furnish citizenship if the named 
reporting person is a natural person. Otherwise, furnish place of 
organization.

(5)-(9), Aggregated Amount Beneficially Owned By Each Reporting Person, etc.--
(11)	Rows (5) through (9) inclusive, and (11) are to be completed in 
accordance with the provisions of Item 4 of Schedule 13G. All 
percentages are to be rounded off to the nearest tenth (one place 
after decimal point).

(10)	Check if the aggregate amount reported as beneficially owned in row 9 
does not include shares as to which beneficial ownership is disclaimed 
pursuant to Rule 13d-4 under the Securities Exchange Act of 1934.

(12)	Type of Reporting Person--Please classify each "reporting person" 
according to the following breakdown (see Item 3 of Schedule 13G) and 
place the appropriate symbol on the form:

                 Category                                           Symbol
	Broker Dealer                                                   BD
	Bank                                                            BK
	Insurance Company                                               IC
	Investment Company                                              IV
	Investment Advisor                                              IA
	Employee Benefit Plan, Pension Fund, or Endowment Fund          EP
	Parent Holding Company                                          HC
	Corporation                                                     CO
	Partnership                                                     PN
	Individual                                                      IN
	Other                                                           OO

Notes:
Attach as many copies of the second part of the cover page as are needed, 
one reporting person per page.

Filing persons may, in order to avoid unnecessary duplication, answer 
items on the schedules (Schedule 13D, 13G, or 14D-1) by appropriate cross 
references to an item or items on the cover page(s). This approach may 
only be used where the cover page item or items provide all the 
disclosure required by the schedule item. Moreover, such a use of a cover 
page item will result in the item becoming a part of the schedule and 
accordingly being considered as "filed" for purposes of Section 18 of the 
Securities Exchange Act or otherwise subject to the liabilities of that 
section of the Act.

Reporting persons may comply with their cover page filing requirements by 
filing either completed copies of the blank forms available from the 
Commission, printed or typed facsimiles, or computer printed facsimiles, 
provided the documents filed have identical formats to the forms 
prescribed in the Commission's regulations and meet existing Securities 
Exchange Act rules as to such matters as clarity and size (Securities 
Exchange Act Rule 12b-12).

		SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13G

Under Sections 13(d), 13(g), and 23 of the Securities Exchange Act of 1934 and 
the rules and regulations thereunder, the Commission is authorized to solicit 
the information required to be supplied by this schedule by certain security 
holders of certain issuers.


Disclosure of the information specified in this schedule is mandatory, except 
for I.R.S. identification numbers disclosure of which is voluntary. The 
information will be used for the primary purpose of determining and disclosing 
the holdings of certain beneficial owners of certain equity securities. This 
statement will be made a matter of public record. Therefore, any information 
given will be available for inspection by any member of the public.

Because of the public nature of the information, the Commission can utilize it 
for a variety of purposes, including referral to other governmental authorities 
or securities self-regulatory organizations for investigatory purposes or in 
connection with litigation involving the Federal securities laws or other 
civil, criminal or regulatory statues or provisions. I.R.S. identification 
numbers, if furnished, will assist the commission in identifying security 
holders and, therefore, in promptly processing statements of beneficial 
ownership of securities.

Failure to disclose the information requested by this schedule, except for 
I.R.S. identification numbers, may result in civil or criminal action against 
the persons involved for violation of the Federal securities laws and rules 
promulgated thereunder.

				GENERAL INSTRUCTIONS

A.	Statements filed pursuant to Rule 13d-1(b) containing the information 
required by this schedule shall be filed not later than February 14 following 
the calendar year covered by the statement or within the time specified in 
Rules 13d-1(b)(2) and 13d-2(c). Statements filed pursuant to Rule 13d-1(c) 
shall be filed within the time specified in Rules 13d-1(c), 13d- 2(b) and 13d-
2(d).  Statements filed pursuant to Rule 13d-1(d) shall be filed not later than
February 14 following the calendar year covered by the statement pursuant to 
Rules 13d-1(d) and 13d-2(b).

B.	Information contained in a form which is required to be filed by rules 
under Section 13(f) for the same calendar year as that covered by a statement 
on this schedule may be incorporated by reference in response to any of the 
items of this schedule. If such information is incorporated by reference in 
this schedule, copies of the relevant pages of such form shall be filed as an 
exhibit to this schedule.


C.	The item numbers and captions of the items shall be included but the text 
of the items is to be omitted. The answers to the items shall be so prepared as 
to indicate clearly the coverage of the items without referring to the text of 
the items. Answer every item. If an item is inapplicable or the answer is in 
the negative, so state.

Item 1

    (a)  Name of Issuer  Evolving Systems, Inc.

    (b)  Address of Issuer's Principal Executive Offices
         9777 Mt. Pyramid Court, Englewood, CO 80112

Item 2

    (a)  Name of Person Filing  Disciplined Growth Investors, Inc.

    (b)  Address of Principal Business Office or, if none, Residence
         100 South Fifth Street, Suite 2100, Minneapolis, MN 55402

    (c)  Citizenship  USA

    (d)  Title of Class of Securities  Common

    (e)  CUSIP Number  30049r100

Item 3.  If this statement is filed pursuant to 13d-1(b) or 13d-2(b) or (c), 
check whether the person filing is a:

    (a)  [  ]  Broker or dealer registered under section 15 of the Act 

    (b)  [  ] Bank as defined in section 3(a)(6) of the Act 

    (c)  [  ] Insurance company as defined in section 3(a)(19) of the Act 

    (d)  [  ] Investment company registered under section 8 of the Investment
              Company Act of 1940 

    (e)  [X] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

    (f)  [  ] An employee benefit plan or endowment fund in accordance with 
              Rule 13d-1(b)(1)(ii)(F);

    (g)  [  ] A parent holding company or control person in accordance with
              Rule 13d-1(b)(1)(ii)(G);

    (h)  [  ] A savings associations as defined in Section 3(b) of the Federal 
              Deposit Insurance Act (12 U.S.C. 1813);

    (i)  [  ] A church plan that is excluded from the definition of an 
              investment company under section 3(c)(14) of the Investment
              Company Act of 1940 

    (j)  [  ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).


Item 4.  Ownership.

Provide the following information regarding the aggregate number and percentage 
of the class of securities of the issuer identified in Item 1.

    (a)  Amount beneficially owned:  979,375

    (b)  Percent of class:  6.13%

    (c)  Number of shares as to which the person has:

         (i)   Sole power to vote or to direct the vote  978,800

         (ii)  Shared power to vote or to direct the vote  575

         (iii) Sole power to dispose or to direct the disposition of  979,375

         (iv)  Shared power to dispose or to direct the disposition of  0

Instruction.  For computations regarding securities which represent a right to 
acquire an underlying security see 13d-3(d)(1).

Item 5.  Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof 
the reporting person has ceased to be the beneficial owner of more than five 
percent of the class of securities, check the following: [  ]

Instruction: Dissolution of a group requires a response to this item.

Item 6.  Ownership of More than Five Percent on Behalf of Another Person.

If any other person is known to have the right to receive or the power to 
direct the receipt of dividends from, or the proceeds from the sale of, such 
securities, a statement to that effect should be included in response to this 
item, and if such interest relates to more than five percent of the class, such 
person should be identified. A listing of the shareholders of an investment 
company registered under the Investment Company Act of 1940 or the 
beneficiaries of the employee benefit plan, pension fund or endowment fund is 
not required.

Item 7.  Identification and Classification of the Subsidiary Which Acquired the
         Security Being Reported on by the Parent Holding Company.

If a parent holding company has filed this schedule, pursuant to Rule 13d-
1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the 
identity and the Item 3 classification of the relevant subsidiary. If a parent 
holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-
1(d), attach an exhibit stating the identification of the relevant subsidiary.

Item 8.  Identification and Classification of Members of the Group.

If a group has filed this schedule pursuant to 13d-1(b)(1)(ii)(J), so indicate 
under Item 3(j) and attach an exhibit stating the identity and Item 3 
classification of each member of the group. If a group has filed this schedule
pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the 
identity of each member of the group.

Item 9.  Notice of Dissolution of a Group

Notice of dissolution of a group may be furnished as an exhibit stating the 
date of the dissolution and that all further filings with respect to 
transactions in the security reported on will be filed, if required, by members 
of the group, in their individual capacity. See Item 5.

Item 10.  Certification

     (a)  The following certification shall be included if the statement is 
filed pursuant to Rule 13d-1(b):

              By signing below I certify that, to the best of my knowledge and
              belief, the securities referred to above were acquired and are
              held in the ordinary course of business and were not acquired and
              are not held for the purpose of or with the effect of changing or
              influencing the control of the issuer of the securities and were
              not acquired and are not held in connection with or as a
              participant in any transaction having that purpose or effect.

     (b)  The following certification shall be included if the statement is 
filed pursuant to Rule 13d-1(c):

              By signing below I certify that, to the best of my knowledge and
              belief, the securities referred to above were not acquired and
              are not held for the purpose of or with the effect of changing or
              influencing the control of the issuer of the securities and were
              not acquired and are not held in connection with or as a
              participant in any transaction having that purpose or effect.

                                   SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify 
that the information set forth in this statement is true, complete and correct.


                                                 08/02/2005
                                         ----------------------------------
                                                       Date

                                             /s/ Laura J. Hawkins
                                         ----------------------------------
                                                     Signature

                                                      
                                                   Laura J. Hawkins
                                                   CCO/CFO
                                         ----------------------------------
                                                     Name/Title

The original statement shall be signed by each person on whose behalf the 
statement is filed or his authorized representative. If the statement is signed 
on behalf of a person by his authorized representative other than an executive 
officer or general partner of the filing person, evidence of the 
representative's authority to sign on behalf of such person shall be filed with 
the statement, provided, however, that a power of attorney for this purpose 
which is already on file with the Commission may be incorporated by reference.  
The name and any title of each person who signs the statement shall be typed or 
printed beneath his signature.

NOTE: Schedules filed in paper format shall include a signed original and five 
copies of the schedule, including all exhibits. See Rule 13d-7 for other 
parties for whom copies are to be sent.

Attention: Intentional misstatements or omissions of fact constitute Federal 
criminal violations (See 18 U.S.C. 1001)