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): February 12, 2007


                            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.)


                               810 Seventh Avenue,
                               New York, New York
                                      10019

                    (Address of Principal Executive Offices)
                                   (Zip Code)

       Registrant's telephone number, including area code: (212) 739-1000


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 1.01.     ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

         On February 12, 2007, Comverse Technology, Inc. (the "Company") entered
into a letter agreement (the "Letter Agreement") with its majority owned
subsidiary, Verint Systems Inc. ("Verint"), pursuant to which the Company agreed
to purchase, in cash, up to an aggregate of $293 million of perpetual preferred
stock of Verint (the "Preferred Stock") in order to finance, in part, Verint's
proposed acquisition of Witness Systems, Inc. ("Witness"). Such acquisition
would be effected pursuant to the terms and conditions of an Agreement and Plan
of Merger, by and among Verint, White Acquisition Corporation, a wholly owned
subsidiary of Verint, and Witness, pursuant to which Witness would become a
wholly owned subsidiary of Verint upon the consummation of the merger
contemplated thereby (the "Merger"). Pursuant to the Letter Agreement, the
Company is obligated to purchase the Preferred Stock on or prior to the closing
of the Merger on the terms and subject to the satisfaction or waiver of the
conditions set forth in the Letter Agreement. The Company intends to use cash on
hand to fund such purchase.

         The Preferred Stock will be issued at $1,000 per share and will rank
senior to Verint's common stock. Cash dividends on the Preferred Stock are
cumulative and are paid quarterly at the rate of 4.25% per annum per share on
the liquidation preference in effect at such time; provided that beginning with
the first quarter after the interest rate initially applicable to the first lien
term loan expected to be obtained by Verint in connection with the Merger has
been reduced by 50 basis points or more, the dividend rate shall be reset to
3.875% per annum. If any shares of Preferred Stock are sold by the Company to
third-party investors prior to the time that the interest rate applicable to the
first lien term loan has been reset, the dividend rate applicable to the shares
sold to such third-party investors shall be set at 4.625%, and will not reset.
If Verint determines that it is prohibited from paying cash dividends on the
Preferred Stock under the terms of its then-existing debt instruments, Verint
may elect to make such dividend payments in shares of its common stock, which
common stock will be valued at 95% of the volume weighted average price of such
common stock for each of the five consecutive trading days ending on the second
trading day immediately prior to the record date for such dividend.

         The Preferred Stock will not have voting or conversion rights until the
underlying shares of common stock are authorized by a majority vote of Verint's
stockholders. Once the underlying shares of common stock are so authorized, each
holder of Preferred Stock will be entitled to a number of votes in respect of
the Preferred Stock owned by it equal to the number of shares of Verint common
stock into which such holder's Preferred Stock would be convertible at the
Conversion Rate (as defined below) in effect on the date the Preferred Stock is
issued to the Company (the "Issue Date"). Following authorization of the
underlying shares, each share of Preferred Stock will be convertible at the
option of the holder thereof into a number of shares of Verint common stock
equal to the liquidation preference then in effect divided by the conversion
price then in effect, which will initially be set at 112.5% of the volume
weighted average share price of Verint common stock for the 25 trading days
prior to the closing of the Merger (as may be adjusted from time to time, the
"Conversion Rate"). Verint may redeem all, but not less than all, of the
Preferred Stock at its option, at any time on or after the second anniversary of
the Issue Date, but only if the closing sale price of the common stock
immediately prior to such conversion equals or exceeds the conversion price then
in effect by: (i) 150%, on or after the second anniversary of the Issue Date but
prior to the third anniversary of the Issue Date, (ii) 140%, on or after the
third anniversary of the Issue Date but prior to the fourth anniversary of the
Issue Date, and (iii) 135%, on or after the fourth anniversary of the Issue
Date. Upon a "Fundamental Change", which subject to certain exceptions consists
of: (i) the sale of all or substantially all of Verint's assets, (ii) certain
other change of control transactions, or (iii) certain directors ceasing to
constitute a majority of Verint's Board of Directors, the Conversion Rate will
be increased, and subject to certain exceptions, holders of Preferred Stock will
have the right to require Verint to purchase the Preferred Stock for 100% of the
liquidation preference. The Company may sell the Preferred Stock starting six
months after the closing of the Merger in either private or public transactions.
Commencing 180 days after Verint becomes compliant with its SEC reporting
requirements, and provided that the underlying shares of Verint common stock
have been authorized, the Company will have demand and customary piggyback
registration rights with respect to the Preferred Stock.

         The purchase of the Preferred Stock is subject to certain terms and
conditions, including (i) Verint's agreement not to amend the Merger agreement
except with the Company's prior written consent, (ii) use of the proceeds from
the purchase of the Preferred Stock by Verint to fund the Merger and for related
fees and expenses, (iii) satisfaction of the conditions to the Merger, which


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include the receipt of certain regulatory approvals, the absence of legal
prohibitions and certain legal proceedings concerning the Merger, and the
absence of any events having a material adverse effect on Witness, and (iv) the
substantially contemporaneous funding of the debt financing necessary to
consummate the Merger after taking into account the proceeds from the Company's
purchase of the Preferred Stock and any funds contributed by Verint.



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 investigation of the Special Committee,
appointed by the Board of Directors on March 14, 2006, of matters relating to
the Company's stock option grant practices and other accounting matters,
including errors in revenue recognition, errors in the recording of deferred tax
accounts, expense misclassification, the possible misuse of accounting reserves
and the understatement of backlog; 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; the effects of the delisting of the
Company's common stock from NASDAQ and the quotation of the Company's common
stock in the "Pink Sheets," including any adverse effects relating to the
trading of the stock due to, among other things, the absence of market makers;
the right of holders of the Company's convertible debt (known as "ZYPS") to
require the Company to repurchase their ZYPS as a result of the delisting of the
Company's shares from NASDAQ at a repurchase price equal to 100% of the
principal amount of ZYPS to be purchased; risks of litigation and of
governmental investigations or proceedings arising out of or related to the
Company's stock option grants or any other accounting irregularities or any
restatement of the financial statements of the Company, including the direct and
indirect costs of such investigations and restatement; risks associated with
integrating the businesses and employees of the Global Software Services
division acquired from CSG Systems International, Netcentrex S.A. and Netonomy,
Inc.; 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 discussed above, 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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                                   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:  February 15, 2007                    By:  /s/  Paul L. Robinson
                                               ---------------------------------
                                            Name:   Paul L. Robinson
                                            Title:  Executive Vice President,
                                                    Chief Operating Officer and
                                                    General Counsel















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