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

Washington, D.C. 20549
FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of ~~The~~ the Securities Exchange Act of 1934
Date of Report ~~(Date of earliest event reported): September 26, 2002~~
(Date of earliest event reported): February 4, 2003

~~ACCRUE~~ Accrue ~~SOFTWARE~~Software, ~~INC~~Inc.

(Exact name of registrant as specified in its charter)

(Exact name of Registrant as specified in its charter)

Delaware	000-26437	94-3238684
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(IRS Employer Identification Number)

~~DELAWARE~~ 48634 ~~(State~~Milmont orDrive Fremont, ~~other jurisdiction of incorporation or organization) 000~~California 94538-~~26437 (Commission File Number) 94-3238684 (I.R.S. Employer Identification No.)~~7353

(Address of principal executive offices including zip code)

~~48634 Milmont Drive~~ ~~FREMONT, CALIFORNIA 94538-7353~~ (~~Address of principal executive offices~~510) ~~(Zip code)~~580-4500

(Registrant's telephone number, including area code)

~~(510) 580-4500~~ ~~(Registrant’s~~ Not ~~telephone number, including area code)~~Applicable

(Former name or former address, if changed since last report)

N/A (Former name or former address, if changed since last report)
Item 5. Other Events

On ~~September 26~~February 5, ~~2002~~2003, Accrue Software, Inc., a Delaware corporation (“"Accrue”"), announced ~~that~~completion itof ~~had~~an ~~received~~expense ~~notice~~and liability ~~from~~restructuring ~~The~~program ~~NASDAQ~~and ~~Stock Market, Inc. that~~ the ~~company’s~~sale ~~common~~of ~~stock~~$500,000 ~~will~~in beConvertible ~~delisted~~Secured Promissory ~~from~~Notes ~~trading~~of onAccrue, ~~the Nasdaq~~which ~~SmallCap~~are ~~Market~~convertible ~~effective~~into ~~with~~ the ~~opening~~Company's ~~of trading on September 27,~~Common ~~2002,~~Stock asor afuture ~~result~~issued ofPreferred ~~its~~Stock ~~common~~at ~~stock~~$0.06 ~~not~~per ~~meeting~~share, to certain ~~minimum listing~~accredited ~~requirements.~~investors, ~~Accrue~~including ~~also~~Robert ~~announced~~M. ~~that~~Smelick, itAccrue's ~~expected~~Chairman ~~its~~of ~~common~~the ~~stock~~Board, ~~to become~~Sterling ~~eligible~~Payot atCapital, ~~such~~a ~~time~~investment ~~for~~company ~~trading~~affiliated onwith ~~the~~Mr. ~~NASD-operated~~Smelick, ~~Over-the-Counter Bulletin~~and ~~Board~~RS ~~(OTCBB) under~~Orphan Fund, ~~the~~among ~~symbol~~other ~~ACRU~~investors.

A copy of Accrue’'s February 5, 2003 press release announcing such events is attached as Exhibit 99.1 hereto and incorporated by reference herein.

The Convertible Secured Promissory Notes were sold pursuant to a Secured Convertible Note Purchase Agreement. The preceding description of Convertible Secured Promissory Notes and Secured Convertible Note Purchase Agreement executed in connection with the note financing is qualified in its entirety by reference to the copy of the Secured Convertible Note Purchase Agreement included as exhibit 10.1 hereto and the form of Convertible Secured Promissory Note included as exhibit 10.2 hereto, each of which is incorporated herein by reference.

The February 5, 2003 press release filed as an exhibit to this report includes safe harbor language pursuant to the Private Securities Litigation Reform Act of 1995, as amended, indicating that certain statements about the Company's business contained in the press release are forward-looking rather than historic. The press release also states that a more thorough discussion of certain factors which may affect the Company's operating results is included in Accrue's Registration Statement on Form S-1, and in Accrue's other filings with the Securities and Exchange Commission, which are available at the Securities and Exchange Commission's website (http://www.sec.gov).

Item 7. Financial Statements and Exhibits

	(c)		Exhibits.
	99.		1 Press release dated September 26, 2002.

10.1	Secured Convertible Note Purchase Agreement dated February 4, 2003
10.2	Form of Convertible Secured Promissory Notes
99.1	Press release dated February 5, 2003

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

				ACCRUE SOFTWARE, INC
Date: September 27, 2002		By:		/s/ Gregory S. Carson


	Accrue Software, Inc.


	By:	/s/ Gary J. Sanders



	Gary J. Sanders
	Chief Financial Officer

Dated: February 6, 2003

INDEX TO EXHIBITS

Exhibit
Exhibit Number	Description
Number		Description
10.1	Secured Convertible Note Purchase Agreement dated February 4, 2003
99.1		Press release dated September 26, 2002.
10.2	Form of Convertible Secured Promissory Notes
99.1	Press release dated February 5, 2003

Filing Compare · ACCRUE SOFTWARE INC