As filed with the Securities and Exchange Commission on April 28, 1999
                                                Registration No. 333-_________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                            COMVERSE TECHNOLOGY, INC.
             (Exact Name of Registrant as Specified in its Charter)


          NEW YORK                                        13-3238402
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
 Incorporation or Organization)              


                            170 CROSSWAYS PARK DRIVE
                               WOODBURY, NY 11797
                                  516-677-7200
               (Address, Including Zip Code, and Telephone Number,
        including Area Code, of Registrant's Principal Executive Offices)


                             1996 STOCK OPTION PLAN
                                       OF
                             AMAREX TECHNOLOGY, INC.
                              (Full Title of Plan)


                                 KOBI ALEXANDER
                CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
                            COMVERSE TECHNOLOGY, INC.
                            170 CROSSWAYS PARK DRIVE
                               WOODBURY, NY 11797
                                  516-677-7200
                     (Name and Address, Including Zip Code,
        and Telephone Number, Including Area Code, of Agent For Service)

                                   Copies to:

                 WILLIAM F. SORIN, ESQ.      STEPHEN M. BESEN, ESQ.
                    823 PARK AVENUE       WEIL, GOTSHAL & MANGES LLP
               NEW YORK, NEW YORK  10021       767 FIFTH AVENUE
                     212-249-0732          NEW YORK, NEW YORK  10153
                                                 212-310-8000


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================
  Title of Each Class of Securities to be       Amount to be       Proposed Maximum Offering       Proposed Maximum      Amount of
                 Registered                     Registered(1)         Price Per Share(2)          Aggregate Offering    Registration
                                                                                                       Price(2)             Fee
------------------------------------------------------------------------------------------------------------------------------------
<S>                                            <C>                    <C>                          <C>                  <C>
Common Stock, par value $0.10 per share         72,818 shares                $7.63                    $530,600.12         $147.51
====================================================================================================================================
</TABLE>

(1)Plus such indeterminate number of shares of Common Stock of the Registrant as
may be issued to prevent dilution resulting from stock dividends, stock splits
or similar transactions in accordance with Rule 416 under the Securities Act of
1933. (2)Pursuant to Rule 457(h)(1) under the Securities Act of 1933, the
proposed maximum aggregate offering price of the Common Stock was calculated as
follows: (a) $7.63, the price at which options to purchase 66,256 shares may be
exercised, multiplied by 66,256; and (b) $3.82, the price at which options to
purchase 6,562 shares may be exercised, multiplied by 6,562; 72,818 being the
maximum number of shares of the Registrant's Common Stock issuable under the
plan covered by this Registration Statement.

================================================================================


NYFS11...:\94\37994\0004\NC2450\FRM3059C.45F
<PAGE>
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

      The documents containing the information required by Part I of Form S-8
will be sent or given to plan participants as specified by Rule 428(b)(1) of the
Securities Act of 1933, as amended (the "Securities Act"). Such documents are
not required to be and are not filed with the Securities and Exchange Commission
(the "Commission") either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424. These documents and
the documents incorporated by reference in this Registration Statement pursuant
to Item 3 of Part II of this Form S-8, taken together, constitute a prospectus
that meets the requirements of Section 10(a) of the Securities Act.











                                          I-1
<PAGE>
                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following documents filed with the Commission by Comverse Technology,
Inc. (the "Company") (File No. 0-15502) are incorporated herein by reference:
(i) the Company's Annual Report on Form 10-K for the fiscal year ended January
31, 1999 and (ii) the description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed with the Commission, pursuant
to Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), on March 17, 1987, including any amendment or report filed for the
purpose of updating such description.

      All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment to this Registration Statement which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

      Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

      Counsel for the Company, William F. Sorin, attorney at law, 823 Park
Avenue, New York, New York 10021, has rendered an opinion to the effect that the
Common Stock offered hereby will, when issued in accordance with the 1996 Stock
Option Plan of Amarex Technology, Inc., be legally and validly issued,
fully-paid and nonassessable. Mr. Sorin is an officer and director of the
Company and the beneficial owner of 41,247 shares of Common Stock issuable upon
exercise of stock options granted by the Company.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      The Company has included in its Certificate of Incorporation, pursuant to
Section 402(b) of the Business Corporation Law of the State of New York (the
"Business Corporation Law"), a provision that no director of the Company shall
be personally liable to the Company or its shareholders in damages for any
breach of duty as a director, provided that such provision shall not be
construed to eliminate or limit the liability of any director if a judgment or
other final adjudication adverse to him establishes that his acts or omissions
were in bad faith or involved intentional misconduct or a knowing violation of
law, that he personally gained in fact a financial profit or other advantage to
which he was not legally entitled or that his acts violated Section 719 of the
Business Corporation Law.

      The By-Laws of the Company further provide that the Company shall
indemnify its directors and officers, and shall advance their expenses in the
defense of any action for which indemnification is sought, to the full extent
permitted by the Business Corporation Law and when authorized by resolution of
the shareholders or directors of the Company or any agreement providing for such
indemnification or advancement of expenses, provided that no indemnification may
be made to or on behalf of any director or officer if a judgment or other final
adjudication adverse to him establishes that his acts were committed in bad
faith or were the result of active and deliberate dishonesty material to the
cause of action so adjudicated, or that he personally gained in fact a financial
profit or other advantage to which he was not legally entitled. The Company has
entered into indemnity agreements with each of its directors and officers
pursuant to the foregoing provisions of its By-


                                    II-1
<PAGE>
Laws. The Company maintains insurance policies insuring each of its directors
and officers against certain civil liabilities, including liabilities under the
Securities Act.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

ITEM 8.  EXHIBITS.

   EXHIBIT NO.          DESCRIPTION

      4.1   -     Excerpts from certificate of incorporation, as amended.
                  (Incorporated by reference to Exhibits filed with the
                  Registrant's Annual Report on Form 10-K under the
                  Securities Exchange Act of 1934 for the year ended
                  December 31, 1994.)

      4.2   -     Excerpts from by-laws, as amended.  (Incorporated by
                  reference to Exhibits filed with the Registrant's Annual
                  Report on Form 10-K under the Securities Exchange Act of
                  1934 for the year ended December 31, 1992.)

      4.3   -     Specimen stock certificate.  (Incorporated by reference to
                  Exhibits filed with the Registrant's Annual Report on Form
                  10-K under the Securities Exchange Act of 1934 for the
                  year ended December 31, 1992.)

      4.4   -     1996 Stock Option Plan of Amarex Technology, Inc., as amended
                  to date.

      5     -     Opinion of William F. Sorin, Esq.

      23.1  -     Consent of William F. Sorin, Esq. (included in his opinion 
                  which appears as Exhibit 5 to this Registration Statement).

      23.2  -     Consent of Deloitte & Touche LLP.

      23.3  -     Consent of PricewaterhouseCoopers LLP.

      24    -     Power of Attorney (included as part of the signature page to
                  this Registration Statement and incorporated herein by
                  reference).

ITEM 9.  UNDERTAKINGS.

      (a)   The undersigned Registrant hereby undertakes:

            (1)   To file, during any period in which offers or sales are being
                  made, a post-effective amendment to this Registration
                  Statement:

                  (i)   to include any prospectus required by Section 10(a)(3)
                        of the Securities Act;



                                    II-2
<PAGE>
                  (ii)  to reflect in the prospectus any facts or events arising
                        after the effective date of this Registration Statement
                        (or the most recent post-effective amendment thereof)
                        which, individually or in the aggregate, represent a
                        fundamental change in the information set forth in this
                        Registration Statement;

                  (iii) to include any material information with respect to the
                        plan of distribution not previously disclosed in the
                        Registration Statement or any material change to such
                        information in the Registration Statement;

                  provided, however, that the undertakings set forth in
                  paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
                  information required to be included in a post-effective
                  amendment by those paragraphs is contained in periodic reports
                  filed with or furnished to the Commission pursuant to Section
                  13 or Section 15(d) of the Exchange Act that are incorporated
                  by reference in this Registration Statement.

            (2)   That, for the purpose of determining any liability under the
                  Securities Act, each such post-effective amendment shall be
                  deemed to be a new Registration Statement relating to the
                  securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

            (3)   To remove from registration by means of a post-effective
                  amendment any of the securities being registered which remain
                  unsold at the termination of the offering.

      (b)   The undersigned Registrant hereby undertakes that, for purposes of
            determining any liability under the Securities Act, each filing of
            the Registrant's annual report pursuant to Section 13(a) or Section
            15(d) of the Exchange Act that is incorporated by reference in this
            Registration Statement shall be deemed to be a new Registration
            Statement relating to the securities offered therein, and the
            offering of such securities at that time shall be deemed to be the
            initial bona fide offering thereof.

      (c)   Insofar as indemnification for liabilities arising under the
            Securities Act may be permitted to directors, officers and
            controlling persons of the Registrant pursuant to the foregoing
            provisions, or otherwise, the Registrant has been advised that in
            the opinion of the Securities and Exchange Commission such
            indemnification is against public policy as expressed in the
            Securities Act and is, therefore, unenforceable. In the event that a
            claim for indemnification against such liabilities (other than the
            payment by the Registrant of expenses incurred or paid by a
            director, officer or controlling person of the Registrant in the
            successful defense of any action, suit or proceeding) is asserted by
            such director, officer or controlling person in connection with the
            securities being registered, the Registrant will, unless in the
            opinion of its counsel the matter has been settled by controlling
            precedent, submit to a court of appropriate jurisdiction the
            question whether such indemnification by it is against public policy
            as expressed in the Securities Act and will be governed by the final
            adjudication of such issue.




                                    II-3
<PAGE>
                                 SIGNATURES

            Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of New York, State of New York, on this 28th day of
April, 1999.

                                  COMVERSE TECHNOLOGY, INC.

                                  By: /s/ Kobi Alexander
                                      -----------------------------------------
                                      Name: Kobi Alexander
                                      Title: President, Chairman of the Board
                                             and Chief Executive Officer


                                POWER OF ATTORNEY

            KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Kobi Alexander, William F. Sorin
and David Kreinberg, or any of them, each acting alone, his true and lawful
attorney-in-fact and agent, with full powers of substitution and resubstitution,
for such person and in his name, place and stead, in any and all capacities, in
connection with the Registrant's Registration Statement on Form S-8 under the
Securities Act of 1933, including to sign the Registration Statement and any and
all amendments to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission and any applicable securities exchange or
securities self-regulatory body, granting unto said attorneys-in-fact and
agents, each acting alone, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully, to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

            Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.


      Signature                          Title                      Date
      ---------                          -----                      ----

/s/ Kobi Alexander                President, Chairman of the   April 28, 1999
----------------------------      Board and Chief Executive 
    Kobi Alexander                Officer



/s/ Igal Nissim                   Chief Financial Officer      April 28, 1999
----------------------------
    Igal Nissim


                                    II-4
<PAGE>
      Signature                          Title                      Date
      ---------                          -----                      ----


/s/ Carmel Vernia                 Chief Operating Officer      April 28, 1999
----------------------------      and Director
    Carmel Vernia


/s/ Francis E. Girard             Director                     April 28, 1999
----------------------------
    Francis E. Girard


/s/ Zvi Alexander                 Director                     April 28, 1999
----------------------------
    Zvi Alexander


/s/ Itsik Danziger                Director                     April 28, 1999
----------------------------
    Itsik Danziger


/s/ Sam Oolie                     Director                     April 28, 1999
----------------------------
    Sam Oolie


/s/ John H. Friedman              Director                     April 28, 1999
----------------------------
    John H. Friedman


/s/ William F. Sorin              Secretary and Director       April 28, 1999
----------------------------
    William F. Sorin


/s/ Shaula A. Yemini              Director                     April 28, 1999
----------------------------
    Shaula A. Yemini


                                    II-5
<PAGE>
                                  EXHIBIT INDEX


EXHIBIT NO.             DESCRIPTION

      4.1     -   Excerpts from certificate of incorporation, as amended.
                  (Incorporated by reference to Exhibits filed with the
                  Registrant's Annual Report on Form 10-K under the
                  Securities Exchange Act of 1934 for the year ended
                  December 31, 1994.)

      4.2     -   Excerpts from by-laws, as amended.  (Incorporated by
                  reference to Exhibits filed with the Registrant's Annual
                  Report on Form 10-K under the Securities Exchange Act of
                  1934 for the year ended December 31, 1992.)

      4.3     -   Specimen stock certificate.  (Incorporated by reference to
                  Exhibits filed with the Registrant's Annual Report on Form
                  10-K under the Securities Exchange Act of 1934 for the
                  year ended December 31, 1992.)

      4.4     -   1996 Stock Option Plan of Amarex Technology, Inc., as amended
                  to date.

      5       -   Opinion of William F. Sorin, Esq.

      23.1    -   Consent of William F. Sorin, Esq. (included in his opinion 
                  which appears as Exhibit 5 to this Registration Statement).

      23.2    -   Consent of Deloitte & Touche LLP.

      23.3    -   Consent of PricewaterhouseCoopers LLP.

      24      -   Power of Attorney (included as part of the signature page to
                  this Registration Statement and incorporated herein by
                  reference).
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 20654}]
{"company-data": {"conformed-name": "COMVERSE TECHNOLOGY INC/NY/", "cik": "0000803014", "assigned-sic": "3661", "irs-number": "133238402", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-77201", "film-number": "99602961"}, "business-address": {"street1": "170 CROSSWAYS PARK DR", "city": "WOODBURY", "state": "NY", "zip": "11797", "phone": "5166777200"}, "mail-address": {"street1": "170 CROSSWAYS PARK DRIVE", "street2": "170 CROSSWAYS PARK DRIVE", "city": "WOODBURY", "state": "NY", "zip": "11797"}}
As filed with the Securities and Exchange Commission on April 28, 1999
                                                Registration No. 333-_________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                            COMVERSE TECHNOLOGY, INC.
             (Exact Name of Registrant as Specified in its Charter)

          NEW YORK                                        13-3238402
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
 Incorporation or Organization)              

                            170 CROSSWAYS PARK DRIVE
                               WOODBURY, NY 11797
                                  516-677-7200
               (Address, Including Zip Code, and Telephone Number,
        including Area Code, of Registrant's Principal Executive Offices)

                             1996 STOCK OPTION PLAN
                                       OF
                             AMAREX TECHNOLOGY, INC.
                              (Full Title of Plan)

                                 KOBI ALEXANDER
                CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
                            COMVERSE TECHNOLOGY, INC.
                            170 CROSSWAYS PARK DRIVE
                               WOODBURY, NY 11797
                                  516-677-7200
                     (Name and Address, Including Zip Code,
        and Telephone Number, Including Area Code, of Agent For Service)

                                   Copies to:

                 WILLIAM F. SORIN, ESQ.      STEPHEN M. BESEN, ESQ.
                    823 PARK AVENUE       WEIL, GOTSHAL & MANGES LLP
               NEW YORK, NEW YORK  10021       767 FIFTH AVENUE
                     212-249-0732          NEW YORK, NEW YORK  10153
                                                 212-310-8000

                         CALCULATION OF REGISTRATION FEE
====================================================================================================================================
  Title of Each Class of Securities to be       Amount to be       Proposed Maximum Offering       Proposed Maximum      Amount of
                 Registered                     Registered(1)         Price Per Share(2)          Aggregate Offering    Registration
                                                                                                       Price(2)             Fee
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $0.10 per share         72,818 shares                $7.63                    $530,600.12         $147.51
====================================================================================================================================
(1)Plus such indeterminate number of shares of Common Stock of the Registrant as
may be issued to prevent dilution resulting from stock dividends, stock splits
or similar transactions in accordance with Rule 416 under the Securities Act of
1933. (2)Pursuant to Rule 457(h)(1) under the Securities Act of 1933, the
proposed maximum aggregate offering price of the Common Stock was calculated as
follows: (a) $7.63, the price at which options to purchase 66,256 shares may be
exercised, multiplied by 66,256; and (b) $3.82, the price at which options to
purchase 6,562 shares may be exercised, multiplied by 6,562; 72,818 being the
maximum number of shares of the Registrant's Common Stock issuable under the
plan covered by this Registration Statement.

================================================================================

NYFS11...:\94\37994\0004\NC2450\FRM3059C.45F
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

      The documents containing the information required by Part I of Form S-8
will be sent or given to plan participants as specified by Rule 428(b)(1) of the
Securities Act of 1933, as amended (the "Securities Act"). Such documents are
not required to be and are not filed with the Securities and Exchange Commission
(the "Commission") either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424. These documents and
the documents incorporated by reference in this Registration Statement pursuant
to Item 3 of Part II of this Form S-8, taken together, constitute a prospectus
that meets the requirements of Section 10(a) of the Securities Act.

                                          I-1
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following documents filed with the Commission by Comverse Technology,
Inc. (the "Company") (File No. 0-15502) are incorporated herein by reference:
(i) the Company's Annual Report on Form 10-K for the fiscal year ended January
31, 1999 and (ii) the description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed with the Commission, pursuant
to Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), on March 17, 1987, including any amendment or report filed for the
purpose of updating such description.

      All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment to this Registration Statement which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

      Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

      Counsel for the Company, William F. Sorin, attorney at law, 823 Park
Avenue, New York, New York 10021, has rendered an opinion to the effect that the
Common Stock offered hereby will, when issued in accordance with the 1996 Stock
Option Plan of Amarex Technology, Inc., be legally and validly issued,
fully-paid and nonassessable. Mr. Sorin is an officer and director of the
Company and the beneficial owner of 41,247 shares of Common Stock issuable upon
exercise of stock options granted by the Company.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      The Company has included in its Certificate of Incorporation, pursuant to
Section 402(b) of the Business Corporation Law of the State of New York (the
"Business Corporation Law"), a provision that no director of the Company shall
be personally liable to the Company or its shareholders in damages for any
breach of duty as a director, provided that such provision shall not be
construed to eliminate or limit the liability of any director if a judgment or
other final adjudication adverse to him establishes that his acts or omissions
were in bad faith or involved intentional misconduct or a knowing violation of
law, that he personally gained in fact a financial profit or other advantage to
which he was not legally entitled or that his acts violated Section 719 of the
Business Corporation Law.

      The By-Laws of the Company further provide that the Company shall
indemnify its directors and officers, and shall advance their expenses in the
defense of any action for which indemnification is sought, to the full extent
permitted by the Business Corporation Law and when authorized by resolution of
the shareholders or directors of the Company or any agreement providing for such
indemnification or advancement of expenses, provided that no indemnification may
be made to or on behalf of any director or officer if a judgment or other final
adjudication adverse to him establishes that his acts were committed in bad
faith or were the result of active and deliberate dishonesty material to the
cause of action so adjudicated, or that he personally gained in fact a financial
profit or other advantage to which he was not legally entitled. The Company has
entered into indemnity agreements with each of its directors and officers
pursuant to the foregoing provisions of its By-

                                    II-1
Laws. The Company maintains insurance policies insuring each of its directors
and officers against certain civil liabilities, including liabilities under the
Securities Act.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

ITEM 8.  EXHIBITS.

   EXHIBIT NO.          DESCRIPTION

      4.1   -     Excerpts from certificate of incorporation, as amended.
                  (Incorporated by reference to Exhibits filed with the
                  Registrant's Annual Report on Form 10-K under the
                  Securities Exchange Act of 1934 for the year ended
                  December 31, 1994.)

      4.2   -     Excerpts from by-laws, as amended.  (Incorporated by
                  reference to Exhibits filed with the Registrant's Annual
                  Report on Form 10-K under the Securities Exchange Act of
                  1934 for the year ended December 31, 1992.)

      4.3   -     Specimen stock certificate.  (Incorporated by reference to
                  Exhibits filed with the Registrant's Annual Report on Form
                  10-K under the Securities Exchange Act of 1934 for the
                  year ended December 31, 1992.)

      4.4   -     1996 Stock Option Plan of Amarex Technology, Inc., as amended
                  to date.

      5     -     Opinion of William F. Sorin, Esq.

      23.1  -     Consent of William F. Sorin, Esq. (included in his opinion 
                  which appears as Exhibit 5 to this Registration Statement).

      23.2  -     Consent of Deloitte & Touche LLP.

      23.3  -     Consent of PricewaterhouseCoopers LLP.

      24    -     Power of Attorney (included as part of the signature page to
                  this Registration Statement and incorporated herein by
                  reference).

ITEM 9.  UNDERTAKINGS.

      (a)   The undersigned Registrant hereby undertakes:

            (1)   To file, during any period in which offers or sales are being
                  made, a post-effective amendment to this Registration
                  Statement:

                  (i)   to include any prospectus required by Section 10(a)(3)
                        of the Securities Act;

                                    II-2
(ii)  to reflect in the prospectus any facts or events arising
                        after the effective date of this Registration Statement
                        (or the most recent post-effective amendment thereof)
                        which, individually or in the aggregate, represent a
                        fundamental change in the information set forth in this
                        Registration Statement;

                  (iii) to include any material information with respect to the
                        plan of distribution not previously disclosed in the
                        Registration Statement or any material change to such
                        information in the Registration Statement;

                  provided, however, that the undertakings set forth in
                  paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
                  information required to be included in a post-effective
                  amendment by those paragraphs is contained in periodic reports
                  filed with or furnished to the Commission pursuant to Section
                  13 or Section 15(d) of the Exchange Act that are incorporated
                  by reference in this Registration Statement.

            (2)   That, for the purpose of determining any liability under the
                  Securities Act, each such post-effective amendment shall be
                  deemed to be a new Registration Statement relating to the
                  securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

            (3)   To remove from registration by means of a post-effective
                  amendment any of the securities being registered which remain
                  unsold at the termination of the offering.

      (b)   The undersigned Registrant hereby undertakes that, for purposes of
            determining any liability under the Securities Act, each filing of
            the Registrant's annual report pursuant to Section 13(a) or Section
            15(d) of the Exchange Act that is incorporated by reference in this
            Registration Statement shall be deemed to be a new Registration
            Statement relating to the securities offered therein, and the
            offering of such securities at that time shall be deemed to be the
            initial bona fide offering thereof.

      (c)   Insofar as indemnification for liabilities arising under the
            Securities Act may be permitted to directors, officers and
            controlling persons of the Registrant pursuant to the foregoing
            provisions, or otherwise, the Registrant has been advised that in
            the opinion of the Securities and Exchange Commission such
            indemnification is against public policy as expressed in the
            Securities Act and is, therefore, unenforceable. In the event that a
            claim for indemnification against such liabilities (other than the
            payment by the Registrant of expenses incurred or paid by a
            director, officer or controlling person of the Registrant in the
            successful defense of any action, suit or proceeding) is asserted by
            such director, officer or controlling person in connection with the
            securities being registered, the Registrant will, unless in the
            opinion of its counsel the matter has been settled by controlling
            precedent, submit to a court of appropriate jurisdiction the
            question whether such indemnification by it is against public policy
            as expressed in the Securities Act and will be governed by the final
            adjudication of such issue.

                                    II-3
SIGNATURES

            Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of New York, State of New York, on this 28th day of
April, 1999.

                                  COMVERSE TECHNOLOGY, INC.

                                  By: /s/ Kobi Alexander
                                      -----------------------------------------
                                      Name: Kobi Alexander
                                      Title: President, Chairman of the Board
                                             and Chief Executive Officer

                                POWER OF ATTORNEY

            KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Kobi Alexander, William F. Sorin
and David Kreinberg, or any of them, each acting alone, his true and lawful
attorney-in-fact and agent, with full powers of substitution and resubstitution,
for such person and in his name, place and stead, in any and all capacities, in
connection with the Registrant's Registration Statement on Form S-8 under the
Securities Act of 1933, including to sign the Registration Statement and any and
all amendments to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission and any applicable securities exchange or
securities self-regulatory body, granting unto said attorneys-in-fact and
agents, each acting alone, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully, to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

            Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

      Signature                          Title                      Date
      ---------                          -----                      ----

/s/ Kobi Alexander                President, Chairman of the   April 28, 1999
----------------------------      Board and Chief Executive 
    Kobi Alexander                Officer

/s/ Igal Nissim                   Chief Financial Officer      April 28, 1999
----------------------------
    Igal Nissim

                                    II-4
Signature                          Title                      Date
      ---------                          -----                      ----

/s/ Carmel Vernia                 Chief Operating Officer      April 28, 1999
----------------------------      and Director
    Carmel Vernia

/s/ Francis E. Girard             Director                     April 28, 1999
----------------------------
    Francis E. Girard

/s/ Zvi Alexander                 Director                     April 28, 1999
----------------------------
    Zvi Alexander

/s/ Itsik Danziger                Director                     April 28, 1999
----------------------------
    Itsik Danziger

/s/ Sam Oolie                     Director                     April 28, 1999
----------------------------
    Sam Oolie

/s/ John H. Friedman              Director                     April 28, 1999
----------------------------
    John H. Friedman

/s/ William F. Sorin              Secretary and Director       April 28, 1999
----------------------------
    William F. Sorin

/s/ Shaula A. Yemini              Director                     April 28, 1999
----------------------------
    Shaula A. Yemini

                                    II-5
EXHIBIT INDEX

EXHIBIT NO.             DESCRIPTION

      4.1     -   Excerpts from certificate of incorporation, as amended.
                  (Incorporated by reference to Exhibits filed with the
                  Registrant's Annual Report on Form 10-K under the
                  Securities Exchange Act of 1934 for the year ended
                  December 31, 1994.)

      4.2     -   Excerpts from by-laws, as amended.  (Incorporated by
                  reference to Exhibits filed with the Registrant's Annual
                  Report on Form 10-K under the Securities Exchange Act of
                  1934 for the year ended December 31, 1992.)

      4.3     -   Specimen stock certificate.  (Incorporated by reference to
                  Exhibits filed with the Registrant's Annual Report on Form
                  10-K under the Securities Exchange Act of 1934 for the
                  year ended December 31, 1992.)

      4.4     -   1996 Stock Option Plan of Amarex Technology, Inc., as amended
                  to date.

      5       -   Opinion of William F. Sorin, Esq.

      23.1    -   Consent of William F. Sorin, Esq. (included in his opinion 
                  which appears as Exhibit 5 to this Registration Statement).

      23.2    -   Consent of Deloitte & Touche LLP.

      23.3    -   Consent of PricewaterhouseCoopers LLP.

      24      -   Power of Attorney (included as part of the signature page to
                  this Registration Statement and incorporated herein by
                  reference).