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):
                                  May 22, 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.

The information disclosed under Item 5.02 is incorporated herein by reference.

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

On May 22, 2007, The Nasdaq Stock Market issued a press release announcing that
it will delist the common stock of Comverse Technology, Inc. (the "Company"),
which was suspended on February 1, 2007, and has not traded on NASDAQ since that
time. On May 22, 2007, NASDAQ filed a Form 25 with the Securities and Exchange
Commission to complete the delisting, which will become effective ten days after
such filing.

ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

(d) ELECTION OF NEW DIRECTORS EXCEPT BY A VOTE OF SECURITY HOLDERS.

On May 21, 2006, Augustus K. Oliver and A. Alex Porter (the "New Directors")
were elected by the Board of Directors of the Company (the "Board") as
independent directors to fill vacant positions on the Board effective May 22,
2007. The Board determined that each New Director is independent, as defined in
the applicable rules of the NASDAQ Stock Market.

Non-management directors receive an equity and cash compensation package as
described in Item 8.01 of the Current Report on Form 8-K filed by the Company on
April 11, 2007, which is incorporated herein by reference. The Board determined
that each of the New Directors will receive a pro rata portion of the 10,000
units of deferred stock awarded to directors for service during fiscal year
2007, amounting to 6,945 units for each of the New Directors.

In conjunction with the election of Messrs. Oliver and Porter to the Board, the
Company, Oliver Press Partners, LLC and certain of its affiliates ("OPP")
entered into a letter agreement, dated May 22, 2007 (the "OPP Letter
Agreement"), pursuant to which OPP agreed to terminate its solicitation for
calling a special meeting of shareholders and not to participate in any demand
for the calling of a special meeting of shareholders pursuant to Section 603 of
the New York Business Corporation Law prior to the next election of directors at
an annual meeting. In addition, Mr. Oliver agreed to resign as a director if OPP
ceases to own at least 50% of its current holdings of common stock of the
Company. The Company confirmed its intention to appoint Mr. Oliver to
appropriate committees of the Board. The foregoing description is qualified in
its entirety to the OPP Letter Agreement, which is attached as Exhibit 10.1 to
this Current Report on Form 8-K and incorporated herein by reference.

Except for the OPP Letter Agreement, there is no arrangement or understanding
between either of the New Directors and any other person pursuant to which
either of the New Directors was elected to the Board. Except for compensation as
directors as described above, the New Directors have not engaged in, and are not
otherwise connected to, any transaction that would require disclosure pursuant
to Item 404(a) of Regulation S-K.

Augustus K. Oliver, age 57, has been a managing member of Oliver Press Partners,
LLC, an investment advisor, since March 2005 and a Senior Managing Director of
WaterView Advisors LLC, a private equity investment firm since October 1999. Mr.
Oliver currently serves as member of the Board of Directors of Scholastic
Corporation, a global children's publishing, education and media company. Mr.
Oliver holds a J.D. from American University and a B.A. from Yale University.

A. Alex Porter, age 67, is a managing member of investment management firm
Porter Orlin LLC, which he founded in 1976. Mr. Porter is also a member of the
board of directors of Distribution Technology, Inc., a privately-held
warehousing and distribution company, SLM Corporation, a provider of student
loans and administrator of college savings plans, and Rollcast Energy Inc., a


                                       2


power generation facility owner and operator. In addition, Mr. Porter serves as
a member of the board of directors of several not-for profit organizations,
including the John Simon Guggenheim Memorial Foundation, the Library of America,
and Queens University (Charlotte, North Carolina), and is a Trustee of Davidson
College (Davidson, North Carolina). Mr. Porter holds a B.A. in English from
Davidson College.

CERTAIN RISKS AND UNCERTAINTIES
- -------------------------------

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 any forward-looking statements shall be
achieved, and actual results could differ materially from forecasts and
estimates. Important factors that could affect the Company 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; risks relating to alleged
defaults under the Indentures for the Company's convertible debt, known as ZYPS,
including acceleration of repayment; risks of litigation (including pending
securities class actions and derivative lawsuits) and of governmental
investigations or proceedings arising out of or related to the Company's stock
option practices 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 related to the acquisition by
Verint Systems Inc. of Witness Systems, Inc., including risks associated with
Verint integrating the businesses and employees of Witness; 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.




                                       3






ITEM 9.01      FINANCIAL STATEMENTS AND EXHIBITS.

(d)     EXHIBITS:

        Exhibit No.                       Description
        -----------                       -----------
           10.1         Letter Agreement, dated May 22, 2007, between Comverse
                        Technology, Inc. and Oliver Press Partners, LLC, Oliver
                        Press Investors, LLC, Augustus K. Oliver and Clifford
                        Press.



































                                       4







                                   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:  May 29, 2007                          By:  /s/  Paul L. Robinson
                                                --------------------------------
                                             Name:   Paul L. Robinson
                                             Title:  Chief Operating Officer,
                                                     Executive Vice President
                                                     and General Counsel


































                                       5





                                  EXHIBIT INDEX



Exhibit No.                                 Description
- -----------                                 -----------

  10.1      Letter Agreement, dated May 22, 2007, between Comverse Technology,
            Inc. and Oliver Press Partners, LLC, Oliver Press Investors, LLC,
            Augustus K. Oliver and Clifford Press.

EX-10

                                                                    EXHIBIT 10.1
                                                                    ------------

                           [COMVERSE TECHNOLOGY LOGO]


                                  May 22, 2007

Oliver Press Partners, LLC
152 West 57th Street, 46th Floor
New York, NY 10019

Ladies and Gentlemen:

This letter confirms the understanding and agreement between Comverse
Technology, Inc., a New York corporation (the "Company"), on the one hand, and
Oliver Press Partners, LLC, Oliver Press Investors, LLC, Augustus K. Oliver and
Clifford Press (hereinafter collectively referred to as the "OPP Group"), on the
other hand, as follows:

      1.    A. The Company confirms that, by action of its Board of Directors
            (the "Board") contemporaneously with the execution and delivery of
            this letter agreement, Mr. Augustus K. Oliver is being elected to
            the Board to fill a vacancy thereon, to serve until his successor
            shall have been duly elected and qualified. It is also understood
            that the Board is intending simultaneously to elect to the Board
            another Director who holds or controls a significant ownership
            interest in the Company. In the event such other Director is not
            simultaneously elected, the Company agrees that the Board will, as
            expeditiously as possible, seek another candidate for election to
            the Board who holds or controls a significant ownership interest in
            the Company (Mr. Oliver and such other Director hereinafter
            collectively referred to as the "Shareholder Directors").

            B. The Company confirms its intention to appoint Mr. Oliver to
            appropriate committees of the Board.

      2.    Each member of the OPP Group agrees that, prior to the next election
            of directors at an annual meeting of shareholders of the Company, he
            or it will not, and will cause his or its affiliates not to, solicit
            for, make, effect, initiate, cause or, in any way participate in,
            directly or indirectly, any demand for the calling of a special
            meeting of shareholders of the Company pursuant to Section 603 of
            the New York Business Corporation Law.

      3.    In view of the fact that Mr. Oliver is being elected to the Board to
            provide shareholder representation, Mr. Oliver agrees that, if the
            OPP Group ceases to own, in the aggregate, at least 50% of the
            number of shares of the Company's common stock that it owns on the
            date hereof, Mr. Oliver will resign from the Board with a view
            toward having the Board fill the vacancy created with an individual
            affiliated with more significant shareholdings.

      4.    Each member of the OPP Group hereby acknowledges that he or it is
            aware that the United States securities laws prohibit any person who
            has material, non public information with respect to the Company
            from transacting in the securities of the Company or from







Oliver Press Partners, LLC
May 22, 2007
Page 2 of 3


            communicating such information to any other person under
            circumstances in which it is reasonably foreseeable that such person
            is likely to transact in such securities. Each member of the OPP
            Group agrees to comply with such laws and recognizes that the
            Company would be damaged by its non-compliance. In addition, Mr.
            Oliver agrees that, for so long as he is a member of the Board, he
            shall comply with the Company's Insider Trading Policy, a copy of
            which is available on the Company's website (cmvt.com), it being
            understood that such policy may restrict Mr. Oliver's communications
            with other members of the OPP Group concerning material, non-public
            information with respect to the Company.

      5.    The Company will issue a press release announcing Mr. Oliver's
            appointment to the Board and the cessation of the OPP Group's
            efforts to call a special meeting of shareholders in substantially
            the form of Exhibit A hereto. Each of the parties hereto agrees that
            he or it shall not issue a separate press release relating thereto,
            it being understood that the Company may disclose such matters in a
            Current Report on Form 8-K or in other filings with the Securities
            and Exchange Commission.

      6.    This letter agreement contains the entire agreement among the
            parties concerning the subject matter of this letter agreement and
            supersedes all prior agreements and understandings with respect to
            such subject matter.

      7.    This letter agreement shall be governed by, and construed in
            accordance with, the laws of the State of New York.

If the foregoing is acceptable, kindly sign and return a duplicate copy of this
letter agreement to the undersigned.

                                        Very truly yours,

                                        COMVERSE TECHNOLOGY, INC.


                                        By:  /s/  Mark C. Terrell
                                            ------------------------------------
                                            Name:   Mark C. Terrell
                                            Title:  Chairman of the Board

AGREED TO BY:

OLIVER PRESS PARTNERS, LLC


By:  /s/  Augustus K. Oliver
    ------------------------------------
    Name:   Augustus K. Oliver
    Title:  Managing Member





Oliver Press Partners, LLC
May 22, 2007
Page 3 of 3





OLIVER PRESS INVESTORS, LLC


By:  /s/  Clifford Press
    ------------------------------------
    Name:   Clifford Press
    Title:  Managing Member


By:  /s/   Augustus K. Oliver
    ------------------------------------
    Name:   Augustus K. Oliver
    Title:



By:  /s/   Clifford Press
    ------------------------------------
    Name:   Clifford Press
    Title: