As filed with the Securities and Exchange Commission on April 2, 2003

                                                           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, NEW YORK 11797
                                      (516)
                               677-7200 (Address,
                             including zip code, and
                                telephone number,
        including area code, of registrant's principal executive offices)


           COMVERSE TECHNOLOGY, INC. 2002 EMPLOYEE STOCK PURCHASE PLAN
                              (Full Title of Plans)

                                 KOBI ALEXANDER
                             CHIEF EXECUTIVE OFFICER
                            COMVERSE TECHNOLOGY, INC.
                            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:
                                  WILLIAM F. SORIN, ESQ.
                                         SECRETARY
                                 COMVERSE TECHNOLOGY, INC.
                                 170 CROSSWAYS PARK DRIVE
                                 WOODBURY, NEW YORK 11797
                                      (516) 677-7200
<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
====================================================================================================================================
                                                                     Price Proposed        Proposed
 Title of Each Class of Securities to be Registered   Amount to be   Maximum Offering   Maximum Aggregate         Amount of
                                                     Registered(1)     Per Share(2)     Offering Price (2)     Registration Fee(3)
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                <C>              <C>              <C>                    <C>
      Common Stock, par value $0.10, per share         1,500,000         $ 11.19           $16,785,000               $1,385.00

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

</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. In addition, pursuant to Rule 416(c) under the Securities Act of
1933, this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the Comverse Technology, Inc. 2002
Employee Stock Purchase Plan.

(2) Pursuant to Rule 457(h)(1) under the Securities Act of 1933, as amended, for
the purpose of calculating the maximum aggregate offering price and the
registration fee, the proposed maximum offering price per share was determined
based upon the average of the high and low prices of the registrant's common
stock as reported by the Nasdaq National Market on March 31, 2003.

(3) The registration fee was paid on April 2, 2003.

<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 STOCK PURCHASE PLAN
                     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 Comverse Technology, Inc.
2002 Employee Stock Purchase Plan and its administrators are available without
charge by contacting:

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

<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:

          (A)       The Company's Annual Report on Form 10-K for the year ended
                    January 31, 2002 filed with the Commission on April 30,
                    2002;

          (B)       The Form 10-K/A Amendment No. 1 to Annual Report filed with
                    the Commission on May 29, 2002;

          (C)       The Company's Quarterly Reports on Form 10-Q filed with the
                    Commission on June 12, 2002, September 13, 2002 and December
                    13, 2002;

          (D)       The Company's Current Report on Form 8-K filed with the
                    Commission on May 22, 2002; and

          (E)       The description of the Company's common stock, contained in
                    the registration statement on Form 8-A filed with the
                    Commission, Commission File Number 000-15502 on March 17,
                    1987, including any amendment or reports filed for the
                    purpose of updating such information.

           All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934 (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.




                                       2
<PAGE>
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
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.




                                       3
<PAGE>
           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.






                                       4
<PAGE>
ITEM 8.  EXHIBITS.

Exhibit
Number               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, Commission File Number 000-15502).

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, Commission File Number 000-15502).

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,
          Commission File Number 000-15502).

4.4*      Comverse Technology, Inc. 2002 Employee Stock Purchase Plan.

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; 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 the undertakings in paragraph
                    (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 Company 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.

          (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



                                       6
<PAGE>
          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 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 March 31, 2003.

                                      Comverse Technology, Inc.


                                      By: /s/ Kobi Alexander
                                         ------------------------------------
                                          Chairman and Chief Executive Officer



                                POWER OF ATTORNEY
                                -----------------


           We, the undersigned directors and officers of Comverse Technology,
Inc. (the "Company") and each of us, do hereby constitute and appoint Kobi
Alexander and William F. Sorin, 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, 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.





                                       8
<PAGE>
           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>
<S>                                  <C>                                                       <C>

   SIGNATURE                                TITLE                                                                 DATE
   ---------                                -----                                                                 ----

/s/ Kobi Alexander                       Chairman of the Board and Chief Executive Officer and               March 31, 2003
-----------------------------------
Kobi Alexander                           Director (Principal Executive Officer)


/s/ Itsik Danziger                       Director                                                            March 31, 2003
-----------------------------------
Itsik Danziger


/s/ John H. Friedman                     Director                                                            March 31, 2003
-----------------------------------
John H. Friedman


/s/ Francis E. Girard                    Director                                                            March 31, 2003
-----------------------------------
Francis E. Girard


/s/ Ron Hiram                            Director                                                            March 31, 2003
-----------------------------------
Ron Hiram


/s/David Kreinberg                       Executive Vice President and Chief Financial Officer                March 31, 2003
-----------------------------------
David Kreinberg                          (Principal Financial and Accounting Officer)


/s/ Sam Oolie                            Director                                                            March 31, 2003
-----------------------------------
Sam Oolie


/s/ William F. Sorin                     Director                                                            March 31, 2003
-----------------------------------
William F. Sorin


</TABLE>



<PAGE>
Exhibits Index
--------------

Exhibit
Number               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, Commission File Number 000-15502).

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, Commission File Number 000-15502).

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,
          Commission File Number 000-15502).

4.4*      Comverse Technology, Inc. 2002 Employee Stock Purchase Plan.

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
--------------------------
*filed herewith
[{"type": "S-8", "sequence": "1", "filename": "mv4-2_s8.txt", "secsgml_size_bytes": 24552}]
{"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": "333-104266", "film-number": "03636941"}, "business-address": {"street1": "170 CROSSWAYS PARK DR", "city": "WOODBURY", "state": "NY", "zip": "11797", "phone": "5166777200"}, "mail-address": {"street1": "170 CROSSWAYS PARK DRIVE", "city": "WOODBURY", "state": "NY", "zip": "11797"}}
As filed with the Securities and Exchange Commission on April 2, 2003

                                                           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, NEW YORK 11797
                                      (516)
                               677-7200 (Address,
                             including zip code, and
                                telephone number,
        including area code, of registrant's principal executive offices)

           COMVERSE TECHNOLOGY, INC. 2002 EMPLOYEE STOCK PURCHASE PLAN
                              (Full Title of Plans)

                                 KOBI ALEXANDER
                             CHIEF EXECUTIVE OFFICER
                            COMVERSE TECHNOLOGY, INC.
                            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:
                                  WILLIAM F. SORIN, ESQ.
                                         SECRETARY
                                 COMVERSE TECHNOLOGY, INC.
                                 170 CROSSWAYS PARK DRIVE
                                 WOODBURY, NEW YORK 11797
                                      (516) 677-7200
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
                                                                     Price Proposed        Proposed
 Title of Each Class of Securities to be Registered   Amount to be   Maximum Offering   Maximum Aggregate         Amount of
                                                     Registered(1)     Per Share(2)     Offering Price (2)     Registration Fee(3)
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $0.10, per share         1,500,000         $ 11.19           $16,785,000               $1,385.00

====================================================================================================================================
(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. In addition, pursuant to Rule 416(c) under the Securities Act of
1933, this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the Comverse Technology, Inc. 2002
Employee Stock Purchase Plan.

(2) Pursuant to Rule 457(h)(1) under the Securities Act of 1933, as amended, for
the purpose of calculating the maximum aggregate offering price and the
registration fee, the proposed maximum offering price per share was determined
based upon the average of the high and low prices of the registrant's common
stock as reported by the Nasdaq National Market on March 31, 2003.

(3) The registration fee was paid on April 2, 2003.
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 STOCK PURCHASE PLAN
                     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 Comverse Technology, Inc.
2002 Employee Stock Purchase Plan and its administrators are available without
charge by contacting:

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

          (A)       The Company's Annual Report on Form 10-K for the year ended
                    January 31, 2002 filed with the Commission on April 30,
                    2002;

          (B)       The Form 10-K/A Amendment No. 1 to Annual Report filed with
                    the Commission on May 29, 2002;

          (C)       The Company's Quarterly Reports on Form 10-Q filed with the
                    Commission on June 12, 2002, September 13, 2002 and December
                    13, 2002;

          (D)       The Company's Current Report on Form 8-K filed with the
                    Commission on May 22, 2002; and

          (E)       The description of the Company's common stock, contained in
                    the registration statement on Form 8-A filed with the
                    Commission, Commission File Number 000-15502 on March 17,
                    1987, including any amendment or reports filed for the
                    purpose of updating such information.

           All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934 (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.

                                       2
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
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.

                                       3
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.

                                       4
ITEM 8.  EXHIBITS.

Exhibit
Number               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, Commission File Number 000-15502).

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, Commission File Number 000-15502).

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,
          Commission File Number 000-15502).

4.4*      Comverse Technology, Inc. 2002 Employee Stock Purchase Plan.

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; 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 the undertakings in paragraph
                    (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 Company 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.

          (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

                                       6
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 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 March 31, 2003.

                                      Comverse Technology, Inc.

                                      By: /s/ Kobi Alexander
                                         ------------------------------------
                                          Chairman and Chief Executive Officer

                                POWER OF ATTORNEY
                                -----------------

           We, the undersigned directors and officers of Comverse Technology,
Inc. (the "Company") and each of us, do hereby constitute and appoint Kobi
Alexander and William F. Sorin, 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, 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.

                                       8
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                                TITLE                                                                 DATE
   ---------                                -----                                                                 ----

/s/ Kobi Alexander                       Chairman of the Board and Chief Executive Officer and               March 31, 2003
-----------------------------------
Kobi Alexander                           Director (Principal Executive Officer)

/s/ Itsik Danziger                       Director                                                            March 31, 2003
-----------------------------------
Itsik Danziger

/s/ John H. Friedman                     Director                                                            March 31, 2003
-----------------------------------
John H. Friedman

/s/ Francis E. Girard                    Director                                                            March 31, 2003
-----------------------------------
Francis E. Girard

/s/ Ron Hiram                            Director                                                            March 31, 2003
-----------------------------------
Ron Hiram

/s/David Kreinberg                       Executive Vice President and Chief Financial Officer                March 31, 2003
-----------------------------------
David Kreinberg                          (Principal Financial and Accounting Officer)

/s/ Sam Oolie                            Director                                                            March 31, 2003
-----------------------------------
Sam Oolie

/s/ William F. Sorin                     Director                                                            March 31, 2003
-----------------------------------
William F. Sorin
Exhibits Index
--------------

Exhibit
Number               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, Commission File Number 000-15502).

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, Commission File Number 000-15502).

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,
          Commission File Number 000-15502).

4.4*      Comverse Technology, Inc. 2002 Employee Stock Purchase Plan.

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
--------------------------
*filed herewith