As filed with the Securities and Exchange Commission on October 26, 2000
                                                       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.)
 or Incorporation Organization)

                            170 CROSSWAYS PARK DRIVE
                            WOODBURY, NEW YORK 11797
                                 (516) 677-7200

               (Address, Including Zip Code, and Telephone Number,
        including Area Code, of Registrant's Principal Executive Offices)

               ISRAELI EMPLOYEE STOCK OPTION PLAN OF EXALINK LTD.
                   2000 U.S. STOCK OPTION PLAN OF EXALINK LTD.
                              (Full Title of Plan)

                                 KOBI ALEXANDER
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                            170 CROSSWAYS PARK DRIVE
                            WOODBURY, NEW YORK 11797
                                 (516) 677-7200
                     (Name and Address, Including Zip Code,
        and Telephone Number, Including Area Code, of Agent For Service)


                                   Copies to:
  STEPHEN M. BESEN, ESQ.                                WILLIAM F. SORIN
WEIL, GOTSHAL & MANGES LLP                                 SECRETARY
     767 FIFTH AVENUE                              COMVERSE TECHNOLOGY, INC.
 NEW YORK, NEW YORK 10153                           170 CROSSWAYS PARK DRIVE
      (212) 310-8000                                WOODBURY, NEW YORK 11797
                                                         (516) 677-7200
<TABLE>
                         CALCULATION OF REGISTRATION FEE
===================================================================================================================================
 Title of Each Class of Securities to be      Amount to be         Proposed Maximum       Proposed Maximum          Amount of
               Registered                     Registered(1)       Offering Price Per     Aggregate Offering      Registration Fee
                                                                       Share(2)               Price(2)
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                            <C>                       <C>                  <C>                     <C>
Common Stock, par value $.10 per share         715,617(3)                $0.74               $529,556.58              $139.80
-----------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.10 per share          94,760(4)               $14.81             $1,403,395.60              $370.50
-----------------------------------------------------------------------------------------------------------------------------------
     TOTAL                                     810,377                                     $1,932,952.18              $510.30
-----------------------------------------------------------------------------------------------------------------------------------
(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 on the basis of the price at which each outstanding option
         to purchase shares of the Registrant's Common Stock may be exercised
         under each Plan.
(3)      Issuable pursuant to the Israeli Employee Stock Option Plan of Exalink
         Ltd.
(4)      Issuable pursuant to the 2000 U.S. Stock Option Plan of Exalink Ltd.
===================================================================================================================================
</TABLE>
NY2:\971848\01\KTVS01!.DOC\37994.0020
<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.           PLAN INFORMATION

                  The documents containing the information specified in Part I
of this Registration Statement on Form S-8 will be sent or given to the 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 Securities and Exchange Commission (the "Commission") either as a
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.

ITEM 2.           REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

                  Upon written or oral request, any of the documents
incorporated by reference in Item 3 of Part II of this Registration Statement
(which documents are incorporated by reference in this Section 10(a)
Prospectus), other documents required to be delivered to eligible employees
pursuant to Rule 428(b) of the Securities Act or additional information about
the Israeli Employee Stock Option Plan and the 2000 U.S. Stock Option Plan and
the administrators of such option plans are available without charge by
contacting:

                            Comverse Technology, Inc.
                            170 Crossways Park Drive
                            Woodbury, New York 11797
                                 (516) 677-7200


                                       2
<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 and made a part hereof:

                  o        Annual Report on Form 10-K for the year ended January
                           31, 2000 (except Items 7 and 14);

                  o        Amended Annual Report on Form 10-K/A for the year
                           ended January 31, 2000;

                  o        Quarterly Report on Form 10-Q for the quarter ended
                           April 30, 2000;

                  o        Current Report on Form 8-K filed with Commission on
                           July 5, 2000;

                  o        Current Report on Form 8-K filed with the Commission
                           on July 28, 2000;

                  o        Quarterly Report on Form 10-Q for the quarter ended
                           July 31, 2000;

                  o        Current Report on Form 8-K filed with the Commission
                           on September 29, 2000; and

                  o        Description of our common stock contained in our
                           registration statement on Form 8-A filed with the
                           Commission on March 17, 1987, as amended.

                  All documents subsequently filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment to this Registration Statement
which indicates that all securities covered by this Registration Statement have
been sold or which deregisters all of the securities then remaining unsold, will
be deemed to be incorporated by reference in this Registration Statement and to
be a part of this document from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated by
reference in this document will be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a statement contained
in this document or in any other subsequently filed document which also is or is
deemed to be incorporated by reference in this document modifies or supersedes
such statement. Any such statement so modified or superseded will not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

                  Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

                  Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                  The Business Corporation Law of the State of New York ("BCL")
provides that if a derivative action is brought against a director or officer,
the Registrant may indemnify him or her against amounts paid in settlement and
reasonable expenses, including attorneys' fees incurred by him or her in
connection with the defense or settlement of such action, if such director or
officer acted in good faith for a purpose which he or she reasonably believed to
be in the best interests of the Registrant, except that no indemnification shall


                                       3
<PAGE>

be made without court approval in respect of a threatened action, or a pending
action settled or otherwise disposed of, or in respect of any matter as to which
such director or officer has been found liable to the Registrant. In a
nonderivative action or threatened action, the BCL provides that the Registrant
may indemnify a director or officer against judgments, fines, amounts paid in
settlement and reasonable expenses, including attorneys' fees incurred by him or
her in defending such action if such director or officer acted in good faith for
a purpose which he or she reasonably believed to be in the best interests of the
Registrant.

                  Under the BCL, a director or officer who is successful, either
in a derivative or nonderivative action, is entitled to indemnification as
outlined above. Under any other circumstances, such director or officer may be
indemnified only if certain conditions specified in the BCL are met. The
indemnification provisions of the BCL are not exclusive of any other rights to
which a director or officer seeking indemnification may be entitled pursuant to
the provisions of the certificate of incorporation or the by-laws of a
corporation or, when authorized by such certificate of incorporation or by-
laws, pursuant to a shareholders' resolution, a directors' resolution or an
agreement providing for such indemnification.

                  The above is a general summary of certain indemnity provisions
of the BCL and is subject, in all cases, to the specific and detailed provisions
of Sections 721-725 of the BCL.

                  The Registrant has included in its Certificate of
Incorporation, a provision that no director of the Registrant shall be
personally liable to the Registrant 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
BCL.

                  The By-Laws of the Registrant further provide that the
Registrant 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 BCL and when authorized by resolution of the
shareholders or directors of the Registrant 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 established 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 Registrant
has entered into indemnity agreements with each of its directors and officers
pursuant to the foregoing provisions of its By-Laws. The Registrant 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 of Exhibit
-----------      ----------------------

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
<PAGE>

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     Israeli Employee Stock Option Plan of Exalink Ltd.

*4.5     2000 U.S. Stock Option Plan of Exalink Ltd.

*5.1     Opinion of William F. Sorin, Esq.

*23.1    Consent of William F. Sorin, Esq. (included in Exhibit 5.1 hereto).

*23.2    Consent of Deloitte & Touche LLP

*24.1    Powers of Attorney (included in the signature pages of this
         Registration Statement).

--------------------------------

* Filed herewith.




                                       5
<PAGE>

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) to reflect in the prospectus any facts
                   or events arising after the effective date of the
                   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 the registration statement. Notwithstanding the foregoing,
                   any increase or decrease in volume of securities offered (if
                   the total dollar value of securities offered would not exceed
                   that which was registered) and any deviation from the low or
                   high and of the estimated maximum offering range may be
                   reflected in the form of prospectus filed with the Commission
                   pursuant to Rule 424(b) if, in the aggregate, the changes in
                   volume and price represent no more than a 20 percent change
                   in the maximum aggregate offering price set forth in the
                   "Calculation of Registration Fee" table in the effective
                   registration statement; and

                                    (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 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 by the registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the 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; and

                   (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 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the 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 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


                                       6
<PAGE>

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.











                                       7
<PAGE>



                                    SIGNATURE

                  Pursuant to the requirements of the Securities Act of 1933, as
amended, 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, duly
authorized, as of October 25, 2000.

                                         COMVERSE TECHNOLOGY, INC.


                                         By:          /s/  DAVID KREINBERG
                                             ----------------------------------
                                                 David Kreinberg
                                                 Chief Financial Officer




                                       8
<PAGE>

                                POWER OF ATTORNEY

                  We, the undersigned directors and officers of Comverse
Technology, Inc. (the "Company") and each of us, do hereby constitute and
appoint William F. Sorin and David Kreinberg, or either of them, our true and
lawful attorneys-in-fact and agents, each with full power of substitution and
resubstitution, to do any and all acts and things in our names and on our behalf
in our capacities as directors and officers and to execute any and all
instruments for us and in our names in the capacities indicated above, which
said attorneys or agents, or either of them, may deem necessary or advisable to
enable the Company to comply with the Securities Act of 1933, as amended, and
any rules, regulations and requirements of the Securities and Exchange
Commission, and any and all amendments (including post-effective amendments) to
this Registration Statement, in connection with the public offering of the
common stock of the Company, including specifically but without limitation,
power and authority to sign for us or any of us in our names in the capacities
indicated below, any and all amendments (including post-effective amendments) to
such Registration Statement; and we do hereby ratify and confirm all that the
said attorneys and agents, or their substitute or substitutes, or either of
them, shall 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 dates indicated:
<TABLE>
<CAPTION>
     SIGNATURE                                  CAPACITY                            DATE
     ---------                                  --------                            ----
<S>                              <C>                                           <C>
/S/ KOBI ALEXANDER               Chairman, President and Chief Executive       October 25, 2000
----------------------           Officer and Director (Principal Executive
Kobi Alexander                   Officer)

/S/ DAVID KREINBERG              Chief Financial Officer                       October 25, 2000
----------------------           (Principal Financial and Accounting Officer)
David Kreinberg

/S/ ZVI ALEXANDER                Director                                      October 25, 2000
----------------------
Zvi Alexander

/S/ ITSIK DANZIGER               Director                                      October 25, 2000
----------------------
Itsik Danziger

/S/ FRANCIS E. GIRARD            Director                                      October 25, 2000
----------------------
Francis E. Girard

/S/ SAM OOLIE                    Director                                      October 25, 2000
----------------------
Sam Oolie

/S/ WILLIAM F. SORIN             Secretary and Director                        October 25, 2000
----------------------
William F. Sorin

/S/ SHAULA A. YEMINI             Director                                      October 25, 2000
----------------------
Shaula A. Yemini

/S/ JOHN H. FRIEDMAN             Director                                      October 25, 2000
----------------------
John H. Friedman

</TABLE>

                                       9
<PAGE>

Exhibits
--------

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

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     Israeli Employee Stock Option Plan of Exalink Ltd.

*4.5     2000 U.S. Stock Option Plan of Exalink Ltd.

*5.1     Opinion of William F. Sorin, Esq.

*23.1    Consent of William F. Sorin, Esq. (included in Exhibit 5.1 hereto).

*23.2    Consent of Deloitte & Touche LLP

*24.1    Powers of Attorney (included in the signature pages of this
         Registration Statement).


--------------------------------

* Filed herewith.



                                       10
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{"company-data": {"conformed-name": "COMVERSE TECHNOLOGY INC/NY/", "cik": "0000803014", "assigned-sic": "3661", "irs-number": "133238402", "state-of-incorporation": "NY", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-48640", "film-number": "746125"}, "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 October 26, 2000
                                                       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.)
 or Incorporation Organization)

                            170 CROSSWAYS PARK DRIVE
                            WOODBURY, NEW YORK 11797
                                 (516) 677-7200

               (Address, Including Zip Code, and Telephone Number,
        including Area Code, of Registrant's Principal Executive Offices)

               ISRAELI EMPLOYEE STOCK OPTION PLAN OF EXALINK LTD.
                   2000 U.S. STOCK OPTION PLAN OF EXALINK LTD.
                              (Full Title of Plan)

                                 KOBI ALEXANDER
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                            170 CROSSWAYS PARK DRIVE
                            WOODBURY, NEW YORK 11797
                                 (516) 677-7200
                     (Name and Address, Including Zip Code,
        and Telephone Number, Including Area Code, of Agent For Service)

                                   Copies to:
  STEPHEN M. BESEN, ESQ.                                WILLIAM F. SORIN
WEIL, GOTSHAL & MANGES LLP                                 SECRETARY
     767 FIFTH AVENUE                              COMVERSE TECHNOLOGY, INC.
 NEW YORK, NEW YORK 10153                           170 CROSSWAYS PARK DRIVE
      (212) 310-8000                                WOODBURY, NEW YORK 11797
                                                         (516) 677-7200

                         CALCULATION OF REGISTRATION FEE
===================================================================================================================================
 Title of Each Class of Securities to be      Amount to be         Proposed Maximum       Proposed Maximum          Amount of
               Registered                     Registered(1)       Offering Price Per     Aggregate Offering      Registration Fee
                                                                       Share(2)               Price(2)
-----------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.10 per share         715,617(3)                $0.74               $529,556.58              $139.80
-----------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.10 per share          94,760(4)               $14.81             $1,403,395.60              $370.50
-----------------------------------------------------------------------------------------------------------------------------------
     TOTAL                                     810,377                                     $1,932,952.18              $510.30
-----------------------------------------------------------------------------------------------------------------------------------
(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 on the basis of the price at which each outstanding option
         to purchase shares of the Registrant's Common Stock may be exercised
         under each Plan.
(3)      Issuable pursuant to the Israeli Employee Stock Option Plan of Exalink
         Ltd.
(4)      Issuable pursuant to the 2000 U.S. Stock Option Plan of Exalink Ltd.
===================================================================================================================================
NY2:\971848\01\KTVS01!.DOC\37994.0020
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.           PLAN INFORMATION

                  The documents containing the information specified in Part I
of this Registration Statement on Form S-8 will be sent or given to the 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 Securities and Exchange Commission (the "Commission") either as a
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.

ITEM 2.           REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

                  Upon written or oral request, any of the documents
incorporated by reference in Item 3 of Part II of this Registration Statement
(which documents are incorporated by reference in this Section 10(a)
Prospectus), other documents required to be delivered to eligible employees
pursuant to Rule 428(b) of the Securities Act or additional information about
the Israeli Employee Stock Option Plan and the 2000 U.S. Stock Option Plan and
the administrators of such option plans are available without charge by
contacting:

                            Comverse Technology, Inc.
                            170 Crossways Park Drive
                            Woodbury, New York 11797
                                 (516) 677-7200

                                       2
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 and made a part hereof:

                  o        Annual Report on Form 10-K for the year ended January
                           31, 2000 (except Items 7 and 14);

                  o        Amended Annual Report on Form 10-K/A for the year
                           ended January 31, 2000;

                  o        Quarterly Report on Form 10-Q for the quarter ended
                           April 30, 2000;

                  o        Current Report on Form 8-K filed with Commission on
                           July 5, 2000;

                  o        Current Report on Form 8-K filed with the Commission
                           on July 28, 2000;

                  o        Quarterly Report on Form 10-Q for the quarter ended
                           July 31, 2000;

                  o        Current Report on Form 8-K filed with the Commission
                           on September 29, 2000; and

                  o        Description of our common stock contained in our
                           registration statement on Form 8-A filed with the
                           Commission on March 17, 1987, as amended.

                  All documents subsequently filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment to this Registration Statement
which indicates that all securities covered by this Registration Statement have
been sold or which deregisters all of the securities then remaining unsold, will
be deemed to be incorporated by reference in this Registration Statement and to
be a part of this document from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated by
reference in this document will be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a statement contained
in this document or in any other subsequently filed document which also is or is
deemed to be incorporated by reference in this document modifies or supersedes
such statement. Any such statement so modified or superseded will not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

                  Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

                  Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                  The Business Corporation Law of the State of New York ("BCL")
provides that if a derivative action is brought against a director or officer,
the Registrant may indemnify him or her against amounts paid in settlement and
reasonable expenses, including attorneys' fees incurred by him or her in
connection with the defense or settlement of such action, if such director or
officer acted in good faith for a purpose which he or she reasonably believed to
be in the best interests of the Registrant, except that no indemnification shall

                                       3
be made without court approval in respect of a threatened action, or a pending
action settled or otherwise disposed of, or in respect of any matter as to which
such director or officer has been found liable to the Registrant. In a
nonderivative action or threatened action, the BCL provides that the Registrant
may indemnify a director or officer against judgments, fines, amounts paid in
settlement and reasonable expenses, including attorneys' fees incurred by him or
her in defending such action if such director or officer acted in good faith for
a purpose which he or she reasonably believed to be in the best interests of the
Registrant.

                  Under the BCL, a director or officer who is successful, either
in a derivative or nonderivative action, is entitled to indemnification as
outlined above. Under any other circumstances, such director or officer may be
indemnified only if certain conditions specified in the BCL are met. The
indemnification provisions of the BCL are not exclusive of any other rights to
which a director or officer seeking indemnification may be entitled pursuant to
the provisions of the certificate of incorporation or the by-laws of a
corporation or, when authorized by such certificate of incorporation or by-
laws, pursuant to a shareholders' resolution, a directors' resolution or an
agreement providing for such indemnification.

                  The above is a general summary of certain indemnity provisions
of the BCL and is subject, in all cases, to the specific and detailed provisions
of Sections 721-725 of the BCL.

                  The Registrant has included in its Certificate of
Incorporation, a provision that no director of the Registrant shall be
personally liable to the Registrant 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
BCL.

                  The By-Laws of the Registrant further provide that the
Registrant 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 BCL and when authorized by resolution of the
shareholders or directors of the Registrant 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 established 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 Registrant
has entered into indemnity agreements with each of its directors and officers
pursuant to the foregoing provisions of its By-Laws. The Registrant 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 of Exhibit
-----------      ----------------------

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
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     Israeli Employee Stock Option Plan of Exalink Ltd.

*4.5     2000 U.S. Stock Option Plan of Exalink Ltd.

*5.1     Opinion of William F. Sorin, Esq.

*23.1    Consent of William F. Sorin, Esq. (included in Exhibit 5.1 hereto).

*23.2    Consent of Deloitte & Touche LLP

*24.1    Powers of Attorney (included in the signature pages of this
         Registration Statement).

--------------------------------

* Filed herewith.

                                       5
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) to reflect in the prospectus any facts
                   or events arising after the effective date of the
                   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 the registration statement. Notwithstanding the foregoing,
                   any increase or decrease in volume of securities offered (if
                   the total dollar value of securities offered would not exceed
                   that which was registered) and any deviation from the low or
                   high and of the estimated maximum offering range may be
                   reflected in the form of prospectus filed with the Commission
                   pursuant to Rule 424(b) if, in the aggregate, the changes in
                   volume and price represent no more than a 20 percent change
                   in the maximum aggregate offering price set forth in the
                   "Calculation of Registration Fee" table in the effective
                   registration statement; and

                                    (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 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 by the registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the 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; and

                   (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 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the 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 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

                                       6
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.

                                       7
SIGNATURE

                  Pursuant to the requirements of the Securities Act of 1933, as
amended, 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, duly
authorized, as of October 25, 2000.

                                         COMVERSE TECHNOLOGY, INC.

                                         By:          /s/  DAVID KREINBERG
                                             ----------------------------------
                                                 David Kreinberg
                                                 Chief Financial Officer

                                       8
POWER OF ATTORNEY

                  We, the undersigned directors and officers of Comverse
Technology, Inc. (the "Company") and each of us, do hereby constitute and
appoint William F. Sorin and David Kreinberg, or either of them, our true and
lawful attorneys-in-fact and agents, each with full power of substitution and
resubstitution, to do any and all acts and things in our names and on our behalf
in our capacities as directors and officers and to execute any and all
instruments for us and in our names in the capacities indicated above, which
said attorneys or agents, or either of them, may deem necessary or advisable to
enable the Company to comply with the Securities Act of 1933, as amended, and
any rules, regulations and requirements of the Securities and Exchange
Commission, and any and all amendments (including post-effective amendments) to
this Registration Statement, in connection with the public offering of the
common stock of the Company, including specifically but without limitation,
power and authority to sign for us or any of us in our names in the capacities
indicated below, any and all amendments (including post-effective amendments) to
such Registration Statement; and we do hereby ratify and confirm all that the
said attorneys and agents, or their substitute or substitutes, or either of
them, shall 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 dates indicated:
SIGNATURE                                  CAPACITY                            DATE
     ---------                                  --------                            ----
/S/ KOBI ALEXANDER               Chairman, President and Chief Executive       October 25, 2000
----------------------           Officer and Director (Principal Executive
Kobi Alexander                   Officer)

/S/ DAVID KREINBERG              Chief Financial Officer                       October 25, 2000
----------------------           (Principal Financial and Accounting Officer)
David Kreinberg

/S/ ZVI ALEXANDER                Director                                      October 25, 2000
----------------------
Zvi Alexander

/S/ ITSIK DANZIGER               Director                                      October 25, 2000
----------------------
Itsik Danziger

/S/ FRANCIS E. GIRARD            Director                                      October 25, 2000
----------------------
Francis E. Girard

/S/ SAM OOLIE                    Director                                      October 25, 2000
----------------------
Sam Oolie

/S/ WILLIAM F. SORIN             Secretary and Director                        October 25, 2000
----------------------
William F. Sorin

/S/ SHAULA A. YEMINI             Director                                      October 25, 2000
----------------------
Shaula A. Yemini

/S/ JOHN H. FRIEDMAN             Director                                      October 25, 2000
----------------------
John H. Friedman
9
Exhibits
--------

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

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     Israeli Employee Stock Option Plan of Exalink Ltd.

*4.5     2000 U.S. Stock Option Plan of Exalink Ltd.

*5.1     Opinion of William F. Sorin, Esq.

*23.1    Consent of William F. Sorin, Esq. (included in Exhibit 5.1 hereto).

*23.2    Consent of Deloitte & Touche LLP

*24.1    Powers of Attorney (included in the signature pages of this
         Registration Statement).

--------------------------------

* Filed herewith.

                                       10