8-K

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                       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): NOVEMBER 17, 2000


                            COMVERSE TECHNOLOGY, INC.
             (Exact name of Registrant as specified in its charter)


          NEW YORK                      0-15502                 13-3238402
(State or Other Jurisdiction          (Commission            (I.R.S. Employer
     of Incorporation)                File Number)          Identification No.)


           170 CROSSWAYS PARK DRIVE
              WOODBURY, NEW YORK                                 11797
   (Address of Principal Executive Offices)                    (Zip Code)



       Registrant's telephone number, including area code (516) 677-7200



                                 NOT APPLICABLE
          (Former Name or Former Address, if Changed Since Last Report)


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37994.0017

ITEM 5.    OTHER EVENTS.

           On November 17, 2000, Comverse Technology, Inc. announced an
unregistered offering of debt securities. The Press Release issued pursuant to
Rule 135c under the Securities Act of 1933, as amended, is filed herewith as
Exhibit 99.1.


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

         *99.1      Press Release issued pursuant to Rule 135c under the
                    Securities Act of 1933, as amended


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         * Filed herewith.


                                    SIGNATURE

                     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 thereto duly authorized.


                                          COMVERSE TECHNOLOGY, INC.

Dated: November 17, 2000                  By: /s/  William F. Sorin
                                              ---------------------------------
                                              Name: William F. Sorin
                                              Title: Corporate Secretary



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                                  EXHIBIT INDEX

EXHIBIT
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 *99.1              Press Release issued pursuant to Rule 135c under the
                    Securities Act of 1933, as amended






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* Filed herewith.














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EX-99

                                                                  Exhibit 99.1


                                           CONTACT:   Paul D. Baker
                                                      Comverse Technology, Inc.
                                                      170 Crossways Park Drive
                                                      Woodbury, NY 11797
                                                      (516) 677-7226


               COMVERSE TECHNOLOGY ANNOUNCES PRIVATE PLACEMENT OF
                $500 MILLION 1.50% SENIOR CONVERTIBLE DEBENTURES

WOODBURY, NY, November 17, 2000, Comverse Technology, Inc. (NASDAQ: CMVT)
announced the private placement, to certain institutional investors, of $500
million principal amount of its 1.50% senior convertible debentures due 2005.

The debentures are convertible, at the option of the holder, into shares of
Common Stock at a conversion price of $116.325.

Comverse intends to use the proceeds of this offering for general corporate
purposes, including possible investments in, or acquisitions of, other
companies, businesses, technologies or product lines. The company expects the
debentures to be anti-dilutive to earnings per share for the remainder of fiscal
2000, ending January 31, 2001, and at least through the end of fiscal 2001,
ending January 31, 2002.

Comverse will have a call option, pursuant to which it may redeem the
Debentures, in part or in whole, on or after December 1, 2003, in accordance
with conditions specified in the offering memorandum.

Comverse has granted the initial purchasers a 30-day over-allotment option to
purchase up to an additional $100 million of the Debentures.

The offering has been made by means of an offering memorandum to qualified
institutional investors pursuant to Rule 144A and non-U.S. persons pursuant to
Regulation S under the Securities Act of 1933.


                                   -- more --


COMVERSE TECHNOLOGY ANNOUNCES PRIVATE PLACEMENT OF
$500 MILLION 1.50% SENIOR CONVERTIBLE DEBENTURES
NOVEMBER 17, 2000
PAGE TWO


This press release shall not constitute an offer to sell or the solicitation of
an offer to buy the debentures. The securities offered will not be and have not
been registered under the Securities Act of 1933 and may not be offered or sold
in the United States absent registration or an applicable exemption from the
registration requirements.

Statements in this news release which relate to the future are subject to risk
factors and uncertainties that could cause actual results to differ materially
from those indicated in such forward-looking statements. Additional information
regarding these and other risk factors and uncertainties may be found in the
company's filings with the Securities and Exchange Commission.







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