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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

          Date of Report (Date of earliest event reported): MAY 9, 2006

                              COMPUWARE CORPORATION
             (Exact Name of Registrant as Specified in its Charter)

                        Commission File Number: 000-20900

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<S>                                                          <C>
                MICHIGAN                                          38-2007430
     (State or other jurisdiction of                           (I.R.S. Employer
     incorporation or organization)                          Identification No.)
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<S>                                                               <C>
  ONE CAMPUS MARTIUS, DETROIT, MICHIGAN                           48226-5099
(Address of Principal Executive Offices)                          (Zip Code)
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      (Registrant's telephone number, including area code): (313) 227-7300

                                   ----------

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[ ]  Written Communications pursuant to Rule 425 under the Securities Act (17
     CFR 230.425)

[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)

[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))

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ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

     On May 9, 2006, Compuware Corporation (the "Company") executed an amendment
(the "Amendment") to the Rights Agreement, dated as of October 25, 2000, between
the Company and Equiserve Trust Company, N.A., now known as Computershare Trust
Company, N.A., (as previously amended, the "Rights Agreement"), which provides
for the right to purchase (a "Right") one two-thousandth of a share of Series A
Junior Participating Perferred Stock, par value $0.01 per share (the "Preferred
Share"), of the Company at a price of $40.00 per one two-thousandth of a
Preferred Share. The following is a description of the Amendment. Such
description is qualified in its entirety by reference to the full text of the
Amendment, which is attached hereto as Exhibit 4.7 and incorporated herein by
reference.

     The Amendment modifies the definition of "Acquiring Person" by increasing
the ownership threshold of outstanding voting shares from 15% to 20%. The
Amendment also changes the "Final Expiration Date," as defined in the Plan, from
November 9, 2010 to May 9, 2009.

     The Amendment modifies the redemption provision to provide that in the
event the Company receives a Qualified Offer (as defined below), the Rights may
be redeemed by way of shareholder action taken at a special meeting of
shareholders called for the purpose of voting on a resolution accepting the
Qualified Offer and authorizing the redemption of the Rights pursuant to the
provisions of the Agreement. The special meeting must be held within 90 business
days after the Company receives a request from shareholders to hold such a
meeting. If a resolution to redeem the Rights is approved at the special meeting
(or if the special meeting is not held on or before the 90th business day after
receipt of the request for a meeting), it will become effective immediately
prior to the consummation of any Qualified Offer consummated within 60 days
after the earlier of the special meeting or the 90th business day after receipt
of a request for a special meeting of shareholders. A "Qualified Offer" is a
tender offer for all outstanding Common Shares not already beneficially owned by
the person making the offer that meets all of the following conditions:

     -    the same per share price is offered for all shares, is greater than
          the highest closing price for the Common Shares during the 365
          calendar day period immediately preceding the date on which the offer
          is commenced, represents a reasonable premium above the average of the
          closing prices for the five trading days immediately preceding the
          date on which the offer is commenced, is at least 70% cash (with any
          non-cash consideration consisting of common stock of the offeror), and
          is to be paid upon consummation of the offer,

     -    if the consideration offered includes shares of common stock of the
          offeror, the offeror is a publicly owned United States corporation and
          its common stock is traded on either the New York Stock Exchange or
          the Nasdaq National Market, no further stockholder approval is
          required to issue such common stock, no other class of voting stock of
          the offeror is outstanding, and the offeror shall permit the Company's
          investment banking firm and legal counsel to have access to such
          offeror's books, records, management, accountants and other advisers
          for the purpose of permitting such investment banking firm and such
          legal counsel to conduct a due diligence review to permit such
          investment banking firm to be able to render a fairness opinion with
          respect to the consideration being offered,


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     -    the offer is accompanied by written financing commitments and/or the
          offeror has on hand cash or cash equivalents, for the full amount of
          all financing necessary to consummate the offer and follow-on merger,

     -    the offer is subject to a non-waivable condition that a minimum of 90%
          of the outstanding Common Shares (other than those owned by the
          offeror) will be tendered and not withdrawn as of the offer's
          expiration date,

     -    the offer by its terms remains open for at least 60 business days and
          at least 10 business days after the date of any special meeting of
          shareholders called under the redemption provisions, plus 15 business
          days after any change in price or after any bona fide alternative
          offer for a higher consideration is made,

     -    the offer is accompanied by a written opinion of a nationally
          recognized investment banking firm stating that the price to be paid
          to holders pursuant to the offer is fair and including any written
          presentation of such firm showing the analysis and range of values
          underlying such conclusion,

     -    on or before the date the offer is commenced, such person makes an
          irrevocable written commitment to the Company:

               to acquire, within 5 business days following completion of the
               offer, all Common Shares then not beneficially owned by such
               person at the same cash price per share as paid in the offer,

               not to amend its offer to reduce the price or otherwise change
               the terms in a way that is adverse to tendering shareholders, and

               if the offer is not consummated, that such person will not make
               another offer for the Common Shares within one year if at least
               85% of the Common Shares not owned by such Person has not been
               tendered, and

     -    such offer is subject only to the conditions required in the
          definition and usual and customary terms and conditions, and is not
          subject to any financing, funding or similar condition, nor to any
          condition relating to completion of or satisfaction with any due
          diligence or similar investigation.

     In connection with the Board's approval of the Amendment, it currently
intends to ask shareholders at the 2006 annual meeting to vote on a non-binding
ratification proposal with respect to the Rights Agreement as amended. Further
information regarding the proposal will be included in the Company's annual
meeting proxy statement, which should be read carefully before determining how
to vote. This report on Form 8-K is not intended to be a solicitation of proxies
in connection with the annual meeting.

ITEM 3.03. MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS.

     The information set forth in Item 1.01 above is incorporated herein by
reference.


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ITEM 8.01. OTHER EVENTS.

     On May 11, 2006, the Company issued a press release announcing that the
Company's Board of Directors at its May 5, 2006 meeting unanimously voted to
amend the Rights Agreement. A copy of the press release is furnished with this
report as Exhibit 99.1.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(c) Exhibits

     4.6  Amendment To Rights Agreement, dated as of October 29, 2001, to the
          Rights Agreement, dated as of October 25, 2000 (the "Rights
          Agreement"), between Compuware Corporation, a Michigan corporation
          (the "Company"), and Equiserve Trust Company, N.A. now known as
          Computershare Trust Company, N.A., a National Banking Association (the
          "Rights Agent").

     4.7  Amendment No. 2, dated as of May 9, 2006, to the Rights Agreement,
          dated as of October 25, 2000 (the "Rights Agreement"), between
          Compuware Corporation, a Michigan corporation (the "Company"), and
          Equiserve Trust Company, N.A. now known as Computershare Trust
          Company, N.A., a National Banking Association (the "Rights Agent").

     99.1 Press Release, dated May 11, 2006.

                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                        COMPUWARE CORPORATION


Date: May 11, 2006                      By: /s/ Laura L. Fournier
                                            -----------------------------------
                                            Laura L. Fournier
                                            Senior Vice President
                                            Chief Financial Officer


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                                INDEX OF EXHIBITS

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<CAPTION>
EXHIBIT NO.                           DESCRIPTION
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<S>           <C>
    4.6       Amendment to Rights Agreement, dated as of October 29, 2001

    4.7       Amendment No. 2, dated as of May 9, 2006

    99.1      Press Release, dated May 11, 2006.
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