8-K

                                  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):
                                  June 12, 2006


                            COMVERSE TECHNOLOGY, INC.

             (Exact name of registrant as specified in its charter)


         NEW YORK                      0-15502                    13-3238402

(State or other jurisdiction         (Commission                (IRS Employer
       of incorporation)             File Number)            Identification No.)


                                909 Third Avenue,
                               New York, New York
                                      10022

                    (Address of Principal Executive Offices)
                                   (Zip Code)

       Registrant's telephone number, including area code: (212) 652-6801


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[_]  Written  communications  pursuant to Rule 425 under the  Securities Act (17
     CFR 230.425)

[_]  Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)

[_]  Pre-commencement   communications  pursuant  to  Rule  14d-2(b)  under  the
     Exchange Act (17 CFR 240.14d-2(b))

[_]  Pre-commencement   communications  pursuant  to  Rule  13e-4(c)  under  the
     Exchange Act (17 CFR 240.13e-4(c))








ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On June 12, 2006, Comverse Technology, Inc. (the "Company") issued a press
release announcing selected unaudited financial information for the fiscal
quarter ended April 30, 2006. A copy of the press release is attached hereto as
Exhibit 99.1 to this report and incorporated herein by reference.

In accordance with General Instruction B.2. the foregoing information and the
information set forth in the first four paragraphs of Exhibit 99.1, is furnished
pursuant to Item 2.02 and shall not be deemed "filed" for the purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise
subject to the liabilities of that Section. The information disclosed under Item
2.02 of this Current Report shall not be incorporated by reference into any
registration statement or other document pursuant to the Securities Act of 1933,
as amended, except as shall be expressly set forth by a specific reference in
such filing.

ITEM 3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR
STANDARD; TRANSFER OF LISTING.

The Company has notified The NASDAQ Stock Market that it will not timely file
its Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2006
and, accordingly, the Company expects to receive an additional Staff
Determination Letter from The NASDAQ Stock Market indicating that the delay in
the filing of the Form 10-Q could serve as an additional basis for the potential
delisting of the Company's securities from NASDAQ, under NASDAQ Marketplace Rule
4310(c)(14).

As previously disclosed, on April 20, 2006 the Company announced that, due to
the delay in the filing of its Annual Report on Form 10-K for the fiscal year
ended January 31, 2006, it had received a Staff Determination Letter from The
NASDAQ Stock Market indicating that the Company's securities were subject to
delisting based upon the delinquent Form 10-K, unless the Company requested a
hearing before the NASDAQ Listing Qualifications Panel. The Company requested a
hearing and presented its plan to regain compliance with NASDAQ's filing
requirement at an in-person hearing before the NASDAQ Panel on May 25, 2006. The
NASDAQ Panel has not yet issued a decision as a result of that hearing.

The Company intends to submit to the NASDAQ Panel, within the permissible
timeframe, its plan to file the Form 10-Q for the quarterly period ended April
30, 2006. It is expected that the NASDAQ Panel's hearing decision will address
both the late Form 10-K and late Form 10-Q filings referenced above. However,
there can be no assurance that the NASDAQ Panel will grant the Company's request
for continued listing on NASDAQ.

ITEM 8.01         OTHER EVENTS

As a result of the ongoing review by the Special Committee of the Company's
Board of Directors relating to the Company's stock option grants, the Company
will today file a Form 12b-25 with the Securities and Exchange Commission (the
"SEC") indicating that its Quarterly Report on Form 10-Q for the quarter ended
April 30, 2006 will not be filed with the SEC by the SEC deadline of June 9,
2006. The Company will not seek a 5-day filing extension because it does not
believe it will file the Quarterly Report within the extension period.

The Company intends to issue results for the quarterly period ended April 30,
2006 and the fiscal year ended January 31, 2006, and to file its Quarterly
Report on Form 10-Q for the quarter ended April 30, 2006 and Annual Report on
Form 10-K for the fiscal year ended January 31, 2006, together with any restated
historical financial statements, as soon as practicable after the completion of
the Special Committee's review.

Note: This Current Report contains "forward-looking statements" under the
Private Securities Litigation Reform Act of 1995 that involve risks and
uncertainties. There can be no assurances that forward-looking statements will
be achieved, and actual results could differ materially from forecasts and
estimates. Important factors that could cause actual results to differ
materially include: the results of the review of the Special Committee,
appointed by the Board of Directors on March 14, 2006, of matters relating to
the Company's stock option grants, including, but not limited to, the accuracy
of the stated dates of option grants and whether all proper corporate procedures

                                       2


were followed; the impact of any restatement of financial statements of the
Company or other actions that may be taken or required as a result of such
reviews; the Company's inability to file reports with the Securities and
Exchange Commission; risks associated with the Company's inability to meet
NASDAQ requirements for continued listing, including possible delisting; risks
of litigation and of governmental investigations or proceedings arising out of
or related to the Company's stock option grants or any restatement of the
financial statements of the Company; risks associated with integrating the
businesses and employees of the GSS division of CSG Systems, International and
Netcentrex S.A.; changes in the demand for the Company's products; changes in
capital spending among the Company's current and prospective customers; the
risks associated with the sale of large, complex, high capacity systems and with
new product introductions as well as the uncertainty of customer acceptance of
these new or enhanced products from either the Company or its competition; risks
associated with rapidly changing technology and the ability of the Company to
introduce new products on a timely and cost-effective basis; aggressive
competition may force the Company to reduce prices; a failure to compensate any
decrease in the sale of the Company's traditional products with a corresponding
increase in sales of new products; risks associated with changes in the
competitive or regulatory environment in which the Company operates; risks
associated with prosecuting or defending allegations or claims of infringement
of intellectual property rights; risks associated with significant foreign
operations and international sales and investment activities, including
fluctuations in foreign currency exchange rates, interest rates, and valuations
of public and private equity; the volatility of macroeconomic and industry
conditions and the international marketplace; risks associated with the
Company's ability to retain existing personnel and recruit and retain qualified
personnel; and other risks described in filings with the Securities and Exchange
Commission. These risks and uncertainties, as well as others, are discussed in
greater detail in the filings of the Company with the Securities and Exchange
Commission, including its most recent Annual Report on Form 10-K and subsequent
Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. These documents
are available through the Company, or its website, www.cmvt.com, or through the
SEC's Electronic Data Gathering Analysis and Retrieval system (EDGAR) at
www.sec.gov. The Company makes no commitment to revise or update any
forward-looking statements in order to reflect events or circumstances after the
date any such statement is made.

ITEM 9.01       FINANCIAL STATEMENTS AND EXHIBITS.

       (d)      EXHIBITS:

Exhibit No.                                Description
- -----------                                -----------
   99.1           Press Release of Comverse Technology, Inc. dated June 12, 2006






                                       3






                                   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.

                                            COMVERSE TECHNOLOGY, INC.


Date:  June 12, 2006                        By: /s/ Paul L. Robinson
                                            Name:  Paul L. Robinson
                                            Title:  Executive Vice President







                                  EXHIBIT INDEX


Exhibit No.                        Description
- -----------                        -----------
   99.1           Press Release of Comverse Technology, Inc. dated June 12, 2006

EX-99

                                                                    EXHIBIT 99.1

COMVERSE TECHNOLOGY REPORTS SELECTED UNAUDITED Q1 FINANCIAL RESULTS: RECORD
SALES OF $373.5MM, UP 36.9% Y-O-Y; DELAY IN FILING FORM 10-Q

NEW YORK, NY,    June 12, 2006

Comverse Technology, Inc. (NASDAQ: CMVT) today announced sales of $373,528,000
for the first quarter of fiscal 2006, ended April 30, 2006, an increase of 36.9%
year-over-year and 10.6% sequentially, representing the company's fourteenth
consecutive quarter of sequential sales growth, and the highest quarterly sales
in the company's history. The company ended the quarter with an orders backlog
of $741,862,000, down 7.1% sequentially, and up 29.4% year-over-year.

Raz Alon, interim Chief Executive Officer of Comverse Technology, Inc., said,
"We continue to see strong demand drivers for our products, and maintain a
leadership position in our main markets. Our Comverse subsidiary is enhancing
its established leadership in network-based messaging, mobile data, content and
billing, and leveraging that leadership to advance its position in emerging
areas such as converged messaging, IMS and FMC services, new personalization
applications such as avatars, and converged billing. During the quarter,
Comverse achieved several new wins in multimedia messaging and mobile instant
messaging, and our Insight IP-based multimedia Open Services Environment
continues to experience market success, having now been selected by more than 70
service provider customers. We also are pleased with the progress of our
integration of the Kenan Billing Systems group, which Comverse acquired in
December 2005. Comverse Converged Billing solutions have been selected to
provide converged and postpaid billing by several new customers, and the
implementation of those projects is proceeding according to our expectations.
Our Verint subsidiary continues to reinforce its leadership in software-based
analytics for security and business intelligence, with success in video security
for customers such as Wells Fargo, and the City of Beijing in advance of the
2008 Olympics, and the expansion of its BI product portfolio with new solutions
for contact center performance analytics and customer experience management. And
our Ulticom subsidiary is positioning itself to address new and emerging growth
opportunities through its launch of IMS-ready signaling products. We also
continue to look for ways to expand our addressable market opportunity across
each of our business units through new product development and strategic
acquisitions, such as our recent purchase of Netcentrex, which closed after
quarter-end, and has strengthened our Comverse subsidiary's presence in the
emerging VoIP and IMS areas."

The company ended the quarter with cash and cash equivalents, bank time deposits
and short-term investments of $2,123,771,000, accounts receivable of
$369,298,000, inventories of $131,898,000, advance payments from customers of
$218,181,000, and convertible debt of $419,706,000.




DELAY IN FILING OF QUARTERLY REPORT ON FORM 10-Q AND EARNINGS RELEASE

As a result of the ongoing review by the Special Committee of the company's
Board of Directors relating to the company's stock option grants, the company
will today file a Form 12b-25 with the Securities and Exchange Commission (the
"SEC") indicating that its Quarterly Report on Form 10-Q for the quarter ended
April 30, 2006 will not be filed with the SEC by the SEC deadline of June 9,
2006. The company will not seek a 5-day filing extension because it does not
believe it will file the Quarterly Report within the extension period.

The company intends to issue results for the quarterly period ended April 30,
2006 and the fiscal year ended January 31, 2006, and to file its Quarterly
Report on Form 10-Q for the quarter ended April 30, 2006 and Annual Report on
Form 10-K for the fiscal year ended January 31, 2006, together with any restated
historical financial statements, as soon as practicable after the completion of
the Special Committee's review.

NASDAQ LISTING UPDATE

The company has notified The NASDAQ Stock Market that it will not timely file
its Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2006
and, accordingly, the company expects to receive an additional Staff
Determination Letter from The NASDAQ Stock Market indicating that the delay in
the filing of the Form 10-Q could serve as an additional basis for the potential
delisting of the company's securities from NASDAQ, under NASDAQ Marketplace Rule
4310(c)(14).

As previously disclosed, on April 20, 2006 the company announced that, due to
the delay in the filing of its Annual Report on Form 10-K for the fiscal year
ended January 31, 2006, it had received a Staff Determination Letter from The
NASDAQ Stock Market indicating that the company's securities were subject to
delisting based upon the delinquent Form 10-K, unless the company requested a
hearing before the NASDAQ Listing Qualifications Panel. The company requested a
hearing and presented its plan to regain compliance with NASDAQ's filing
requirement at an in-person hearing before the NASDAQ Panel on May 25, 2006. The
NASDAQ Panel has not yet issued a decision as a result of that hearing.

The company intends to submit to the NASDAQ Panel, within the permissible
timeframe, its plan to file the Form 10-Q for the quarterly period ended April
30, 2006. It is expected that the NASDAQ Panel's hearing decision will address
both the late Form 10-K and late Form 10-Q filings referenced above. However,
there can be no assurance that the NASDAQ Panel will grant the company's request
for continued listing on NASDAQ.

ABOUT COMVERSE TECHNOLOGY, INC.

Comverse Technology, Inc. (NASDAQ: CMVT), through its Comverse, Inc. subsidiary,
is the world's leading provider of software and systems enabling network-based
multimedia enhanced communication and billing services. The company's Total

                                       2


Communication portfolio includes value-added messaging, personalized data and
content-based services, and real-time converged billing solutions. Over 450
communication and content service providers in more than 120 countries use
Comverse products to generate revenues, strengthen customer loyalty and improve
operational efficiency. Other Comverse Technology subsidiaries include: Verint
Systems (NASDAQ: VRNT), a leading provider of analytic software-based solutions
for communications interception, networked video security and business
intelligence; and Ulticom (NASDAQ: ULCM), a leading provider of service enabling
signaling software for wireline, wireless and Internet communications. Comverse
Technology is an S&P 500 and NASDAQ-100 Index company.

For additional information, visit the Comverse website at www.comverse.com or
the Comverse Technology website at www.cmvt.com

All product and company names mentioned herein may be registered trademarks or
trademarks of Comverse or the respective referenced company(s).

Note: This release contains "forward-looking statements" under the Private
Securities Litigation Reform Act of 1995 that involve risks and uncertainties.
There can be no assurances that forward-looking statements will be achieved, and
actual results could differ materially from forecasts and estimates. Important
factors that could cause actual results to differ materially include: the
results of the review of the Special Committee, appointed by the Board of
Directors on March 14, 2006, of matters relating to the company's stock option
grants, including, but not limited to, the accuracy of the stated dates of
option grants and whether all proper corporate procedures were followed; the
impact of any restatement of financial statements of the company or other
actions that may be taken or required as a result of such reviews; the company's
inability to file reports with the Securities and Exchange Commission; risks
associated with the company's inability to meet NASDAQ requirements for
continued listing, including possible delisting; risks of litigation and of
governmental investigations or proceedings arising out of or related to the
company's stock option grants or any restatement of the financial statements of
the company; risks associated with integrating the businesses and employees of
the GSS division of CSG Systems, International and Netcentrex S.A.; changes in
the demand for the company's products; changes in capital spending among the
company's current and prospective customers; the risks associated with the sale
of large, complex, high capacity systems and with new product introductions as
well as the uncertainty of customer acceptance of these new or enhanced products
from either the company or its competition; risks associated with rapidly
changing technology and the ability of the company to introduce new products on
a timely and cost-effective basis; aggressive competition may force the company
to reduce prices; a failure to compensate any decrease in the sale of the
company's traditional products with a corresponding increase in sales of new
products; risks associated with changes in the competitive or regulatory
environment in which the company operates; risks associated with prosecuting or
defending allegations or claims of infringement of intellectual property rights;
risks associated with significant foreign operations and international sales and

                                       3


investment activities, including fluctuations in foreign currency exchange
rates, interest rates, and valuations of public and private equity; the
volatility of macroeconomic and industry conditions and the international
marketplace; risks associated with the company's ability to retain existing
personnel and recruit and retain qualified personnel; and other risks described
in filings with the Securities and Exchange Commission. These risks and
uncertainties, as well as others, are discussed in greater detail in the filings
of the company with the Securities and Exchange Commission, including its most
recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q
and Current Reports on Form 8-K. These documents are available through the
company, or its website, www.cmvt.com, or through the SEC's Electronic Data
Gathering Analysis and Retrieval system (EDGAR) at www.sec.gov. The company
makes no commitment to revise or update any forward-looking statements in order
to reflect events or circumstances after the date any such statement is made.
###


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CONTACTS:
Paul D. Baker
Comverse Technology, Inc.
One Huntington Quadrangle
Melville, New York 11747
(516) 677-7226