SEC FORM 3/A

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Bin Dror

(Last)

(First)

(Middle)

29 HABARZEL STREET

(Street)

TEL AVIV

69710

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/28/2009

3. Issuer Name and Ticker or Trading Symbol
COMVERSE TECHNOLOGY INC/NY/ [ CMVT.PK ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, Pres of Global Prod & Ops

5. If Amendment, Date of Original Filed (Month/Day/Year)
06/08/2009

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	72,000⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)

Explanation of Responses:

1. Represents shares of Comverse Common Stock deliverable in settlement of awards of deferred stock units of 36,000 and 54,000 shares granted on March 7, 2008 (the "2008 Award") and April 6, 2009 (the "2009 Award"), respectively. One-third (1/3) of the shares deliverable in settlement of the 2008 Award vested on March 7, 2009, with delivery of such vested shares being deferred to the first date following such vesting date on which such shares are the subject of an effective registration statement on Form S-8, but in no event later than March 15, 2010. One-third (1/3) of the shares deliverable in settlement of the 2008 Award are scheduled to vest and be delivered on each of March 7, 2010 and March 7, 2011.

2. (Continuation of Footnote 1) One-third (1/3) of the shares deliverable in settlement of the 2009 Award are scheduled to vest on each of April 6, 2010, April 6, 2011 and April 6, 2012, subject to accelerated vesting under certain circumstances, provided that, if on any vesting date there is no effective registration statement on Form S-8 in respect of such shares, the delivery of the vested shares will be deferred to the first date following such vesting date on which such shares are the subject of an effective registration statement on Form S-8, but in no event later than March 15 of the year succeeding such vesting date.

3. (Continuation of Footnote 2) Notwithstanding the foregoing, the vesting and delivery of 18,000 shares in settlement of the 2009 Award was conditioned upon the achievement by Comverse, Inc. of a specified performance criterion based on the pro forma operating income for fiscal year 2009. As such criterion was not achieved, the portion of the 2009 Award relating to such 18,000 shares was forfeited. Such 18,000 shares of the 2009 Award for which the performance criterion relates are not included in Column 2 of Table 1.

4. This amendment is solely to eliminate reference to 18,000 shares underlying the 2009 Award that were subject to a performance criterion that was not achieved. Except for the foregoing, no new or revised holdings are being reported. All other disclosure in the original Form 3 remains unchanged.

Remarks:

The official title of the Reporting Person is EVP, President of Global Products and Operations, Comverse, Inc.

	/s/ Shefali A. Shah, as Attorney-in-Fact for Dror Bin	03/15/2010
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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