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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-K/A

                               Amendment No. 1 to

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

                   for the Fiscal Year ended January 31, 2002


                         Commission File Number 0-15502


                            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
     incorporation or organization)                      Identification No.)

                            170 Crossways Park Drive
                               Woodbury, NY 11797
                    (Address of principal executive offices)

        Registrant's telephone number, including area code: 516-677-7200


           Securities registered pursuant to Section 12(b) of the Act:

                                                    Name of each exchange
             Title of each class                     on which registered
             -------------------                     -------------------

               Not applicable                           Not applicable


           Securities registered pursuant to Section 12(g) of the Act:

                     Common Stock, $.10 par value per share
                                (Title of Class)

        Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.


                                Yes: [X] No: [ ]
================================================================================


                                       -i-
<PAGE>

          Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.

                                       [X]

          The aggregate market value of the voting stock held by non-affiliates
of the registrant on May 6, 2002 was approximately $2,147,000,000. The closing
price of the registrant's common stock on the NASDAQ National Market System on
May 6, 2002 was $11.50 per share.

        There were 186,889,781 shares of the registrant's common stock
outstanding on May 6, 2002.


                       DOCUMENTS INCORPORATED BY REFERENCE

        None.






Medalist is a registered trademark, and Comverse, Comverse Technology and
Trilogue are trademarks, of the Company. LORONIX is a registered trademark, and
Intelligent Recording, OpenStorage Portal, RELIANT, STARGATE, ULTRA, Universal
Database and Verint Systems are trademarks, of Verint Systems Inc., a subsidiary
of the Company. Signalware and Ulticom are registered trademarks of Ulticom,
Inc., a subsidiary of the Company.

                                      -ii-
<PAGE>

                                    PART III



Item 10. Directors and Executive Officers of the Registrant.

             The following table sets forth certain information regarding the
directors and executive officers of the Company. Each director has been elected
to serve until the next annual meeting of shareholders and each executive
officer serves at the discretion of the Board of Directors.
<TABLE>
<CAPTION>
       Name                                       Age                  Position with the Company
       ----                                       ---                  -------------------------
<S>                                               <C>                  <C>
       Kobi Alexander(1)                          50                   Chairman of the Board of Directors, Chief
                                                                       Executive Officer and Director

       Itsik Danziger                             53                   President and Director

       Zeev Bregman                               40                   Chief Executive Officer of Comverse, Inc.

       Dan Bodner                                 43                   President and Chief Executive Officer
                                                                       of Verint Systems Inc.

       David Kreinberg                            37                   Vice President of Finance and Chief Financial
                                                                       Officer

       Zvi Alexander                              80                   Director

       John H. Friedman(2)(3)(4)                  49                   Director

       Francis E. Girard                          63                   Director

       Ron Hiram(2)(3)                            49                   Director

       Sam Oolie(1)(2)(3)(4)                      65                   Director

       William F. Sorin(1)(4)                     53                   Secretary and Director

       Shaula Alexander Yemini, Ph.D.             54                   Director

       ---------------
       (1)   Member of Executive Committee of the Board of Directors.
       (2)   Member of Audit Committee of the Board of Directors.
       (3)   Member of Remuneration and Stock Option Committee of the Board of Directors.
       (4)   Member of Corporate Planning and Structure Committee of the Board of Directors.
</TABLE>

                                      -1-
<PAGE>

Background of Directors and Executive Officers

             Kobi Alexander. Mr. Alexander is a founder of the Company and has
served as Chairman of the Board of Directors since September 1986 and as Chief
Executive Officer since April 1987. Mr. Alexander has served as a director of
the Company since its formation in October 1984. Mr. Alexander served as
President of the Company from its formation in October 1984 until January 2001.
Mr. Alexander also served as Co-Managing Director of the Company's wholly-owned
Israeli subsidiary, Comverse Ltd., from its formation in 1982 until October
1986. From October 1984 to September 1986, Mr. Alexander served as Co-Chairman
and Co-Chief Executive Officer of the Company. Prior to the formation of
Comverse Ltd., in 1980 and 1981, Mr. Alexander served as an independent
financial and business consultant to a number of multinational corporations.
Between 1978 and 1980, Mr. Alexander worked in the Corporate Finance Department
of Shearson Loeb Rhoades (currently Salomon Smith Barney, Inc.). Mr. Alexander
received a B.A., magna cum laude, in Economics from the Hebrew University of
Jerusalem in 1977, and an M.B.A. in Finance from New York University in 1980. He
has served as the Chairman of the High-Tech Research and Development Section of
the Israeli Association of Industrialists. Mr. Alexander is also Chairman of the
Board and a director of Ulticom, Inc. ("Ulticom") and Verint Systems Inc.
("Verint").

             Itsik Danziger. Mr. Danziger has served as President of the Company
since January 2001 and as a director of the Company since November 1998. Mr.
Danziger also served as Chief Operating Officer of Comverse, Inc. ("Comverse")
from January 1998 and additionally as its President from May 1999 until January
2001. From 1984, Mr. Danziger served in various management positions with the
Company, including Vice President, Manager of the Network Systems Division and
Manager of research and development. Prior to joining the Company, he was
employed for 10 years by Tadiran Ltd. in a variety of technical and managerial
capacities. Mr. Danziger received a B.Sc. and M.Sc., cum laude, in Electrical
Engineering from the Technion, Israel Institute of Technology, in 1974 and 1984,
respectively.

             Zeev Bregman. Mr. Bregman has served as Chief Executive Officer of
Comverse since January 2001. From 1987, Mr. Bregman served in various management
and marketing positions within the Company, including Vice President, EMEA
Division of Comverse and Vice President, Trilogue Division of Comverse. Prior to
joining the Company he was employed by Clarity Ltd. Mr. Bregman received a
B.Sc., with high honors, in Mathematics and Computer Science and a M.Sc., with
high honors, in Computer Science from Tel Aviv University. He also earned a
Kellogg-Recanati International Executive MBA, a joint degree from the Faculty of
Management of Tel-Aviv University and Northwestern University.

             Dan Bodner. Mr. Bodner has served as President and/or Chief
Executive Officer of Verint since February 1994. From 1991 to 1998, Mr. Bodner
also served as President and Chief Executive Officer of Comverse Government
Systems Corp., a former affiliate of Verint. From 1987 to 1991, Mr. Bodner held
various management positions with the Company. Prior to joining the Company, Mr.
Bodner was employed for two years as Director of Software Development for
Contahal Ltd. Mr. Bodner received a B.Sc., cum laude, in Electrical Engineering
from the Technion, Israel Institute of Technology, in 1981 and a M.Sc., cum
laude, in Telecommunications and Computer Science from Tel Aviv University in
1987. Mr. Bodner also serves as a director of Verint.


                                      -2-
<PAGE>

             David Kreinberg. Mr. Kreinberg has served as Vice President of
Finance and Chief Financial Officer of the Company since May 1999. Previously,
Mr. Kreinberg served as Vice President of Finance and Treasurer from April 1996
and as Vice President of Financial Planning from April 1994. Mr. Kreinberg is a
Certified Public Accountant, and prior to joining the Company he served as a
senior manager at Deloitte & Touche LLP. Mr. Kreinberg received a B.S., summa
cum laude, in Accounting from Yeshiva University and an M.B.A. in Finance and
International Business from Columbia Business School in 1986 and 1990,
respectively. Mr. Kreinberg also is a director of Ulticom and Verint.

             Zvi Alexander. Mr. Alexander has served as a director of the
Company since August 1989. Mr. Alexander has been engaged in the energy industry
for more than 35 years. He served as Chief Executive Officer of the Israeli
National Oil Company and its successor from 1966 through 1976, and has
subsequently engaged in activities in the energy industry as a consultant and
independent entrepreneur. Zvi Alexander is the father of Kobi Alexander and
Shaula Alexander Yemini.

             John H. Friedman. Mr. Friedman has served as a director of the
Company since June 1994. He is Managing Director of Easton Capital Corp., a
private investment firm founded by Mr. Friedman in 1991. From 1989 to 1991, Mr.
Friedman was a Managing Director of Security Pacific Capital Investors. Prior to
joining that firm, he was a Managing Director of E. M. Warburg, Pincus & Co.,
Inc., where he was employed from 1981 to 1989. From 1978 to 1980, Mr. Friedman
practiced law with the firm of Sullivan & Cromwell in New York City. Mr.
Friedman received a B.A., magna cum laude, from Yale University and a J.D. from
Yale Law School.

             Francis E. Girard. Mr. Girard has served as a director of the
Company since January 1998. From January 2001 until January 2002, Mr. Girard
also served as Vice Chairman of Comverse, and from January 1998 until January
2001, he served as Chief Executive Officer of Comverse. From May 1996 to January
1998, he served as President, Chief Executive Officer and a director of Boston
Technology, Inc. ("Boston"), a company that was merged into the Company in
January 1998. Prior to that, he served as Boston's Executive Vice President of
World Sales. He joined Boston in January 1989 as Senior Vice President of Sales
and assumed the position of Senior Vice President and General Manager of North
American Markets in January 1994. From 1985 to 1989, he was Vice President of
Sales, Marketing and Support of NEC Information Systems, Inc. From 1983 to 1985,
Mr. Girard also served as Director of Marketing for the National Independent
Sales Organization and Reseller Marketing Programs at Wang Laboratories, Inc.
Mr. Girard also serves as a member of the board of directors of Artisoft, Inc.
Mr. Girard holds a B.S. degree in Business from Merrimack College.

             Ron Hiram. Mr. Hiram has served as a director of the Company since
June 2001. Mr. Hiram co-heads TeleSoft Partners' investment activities in
Israel. TeleSoft Partners makes venture capital investments in
telecommunication-focused companies and manages capital commitments in excess of
$700 million in two funds. Prior to joining TeleSoft Partners, Mr. Hiram worked
at Soros Fund Management LLC ("Soros"), focusing on private equity investments.
Prior to joining Soros, Mr. Hiram worked at Lehman Brothers for twelve years,
most recently serving as Managing Director. Since April 2000 he has served as a
member of the board of directors of Ulticom. Mr. Hiram was previously a director


                                      -3-
<PAGE>

of the Company in 1986 and 1987. Mr. Hiram received an M.B.A. from Columbia
University in 1981.

             Sam Oolie. Mr. Oolie has served as a director of the Company since
May 1986. Since August 1995, he has been Chairman of NoFire Technologies, Inc.,
a manufacturer of high performance fire retardant products. He has been Chairman
of Oolie Enterprises, an investment company, since July 1985. He also served as
a director of CFC Associates, a venture capital firm, from January 1984 to
December 1999. He was Chairman of The Nostalgia Network, a cable television
network, from April 1987 to January 1990 and was Vice Chairman and director of
American Mobile Communications, Inc., a cellular telephone company, from
February 1987 to July 1989. From February 1962 to July 1985, Mr. Oolie was
Chairman, Chief Executive Officer and a director of Food Concepts, Inc., a
provider of food services to institutions and hospitals. Mr. Oolie also serves
as a director of NCT Group, formerly Noise Cancellation Technologies, Inc. Mr.
Oolie received a B.S. from Massachusetts Institute of Technology in 1958 and an
M.B.A. from Harvard Business School in 1961.

             William F. Sorin. Mr. Sorin has served as a director and Corporate
Secretary of the Company since its formation in October 1984. He is an attorney
engaged in private practice and is general counsel to the Company. Mr. Sorin
received a B.A., Phi Beta Kappa, from Trinity College in 1970 and a J.D., cum
laude, from Harvard Law School in 1973. Mr. Sorin is also a director of Ulticom
and Verint.

             Shaula Alexander Yemini, Ph.D. Dr. Alexander Yemini has served as a
director of the Company since August 1997. She is President and Chief Executive
Officer of Systems Management Arts Incorporated ("SMARTS"), a private company
that develops infrastructure management software. From June 1982 through the
formation of SMARTS in 1993, Dr. Alexander Yemini held various research and
managerial positions at International Business Machines Corporation ("IBM"),
including serving as Senior Manager at IBM's T. J. Watson Center, where she
built and managed the Distributed Systems Software Technology Department. Prior
to her tenure at IBM, Dr. Alexander Yemini was an assistant professor of
computer science at the Courant Institute of New York University. Dr. Alexander
Yemini received a B.Sc. in Mathematics and Physics in 1972 and an M.Sc. in
Applied Mathematics, cum laude, in 1974, both from the Hebrew University in
Jerusalem, and a Ph.D. in Computer Science from the University of California at
Los Angeles in 1980. Dr. Alexander Yemini is the sister of Kobi Alexander and
the daughter of Zvi Alexander.

Committees of the Board of Directors

             The Board of Directors has four standing committees. The Executive
Committee is empowered to exercise the full authority of the Board of Directors
in circumstances when convening the full board is not practicable. The Audit
Committee is responsible for reviewing audit procedures and supervising the
relationship between the Company and its independent auditors. The Remuneration
and Stock Option Committee is responsible for approving compensation
arrangements for senior management of the Company and administering the
Company's stock option plans. The Corporate Planning and Structure Committee
reviews and makes recommendations to the board concerning issues of corporate
structure and planning, including the formation and capitalization of
subsidiaries of the Company, the structure of acquisition transactions, the


                                      -4-
<PAGE>

terms of any stock options and other compensation arrangements in respect of
subsidiaries of the Company, situations that might involve conflicts of interest
relative to the Company and its subsidiaries and the terms of significant
transactions between the Company and its subsidiaries. The Board of Directors
does not have a nominating committee.














                                      -5-
<PAGE>

Item 11. Executive Compensation.

             The following table presents summary information regarding the
compensation paid or accrued by the Company for services rendered during the
fiscal years ended January 31, 2000, 2001 and 2002 by certain of its executive
officers:
<TABLE>
<CAPTION>
                                        SUMMARY COMPENSATION TABLE

                                                                                Long-Term
                                              Annual Compensation             Compensation
                                   ------------------------------------           Stock
     Name and                       Year                                          Option            All Other
Principal Position                 Ending          Salary         Bonus(2)        Grants(3)        Compensation(3)(4)
---------------------------        ------        --------        ------           ------           ------------
<S>                              <C>             <C>            <C>                <C>             <C>
Kobi Alexander                   Jan. 2002       $   403,000(1) $      -    (1)    600,000         $  1,316,039
Chief Executive Officer          Jan. 2001       $   672,000    $  7,458,915       600,000         $  1,270,327
and Chairman of the              Jan. 2000       $   642,000    $  4,682,178       630,000         $  1,120,867
Board of Directors

Itsik Danziger                   Jan. 2002       $   168,287    $      -           200,000         $     44,088
President(5)                     Jan. 2001       $   179,340    $    420,000       200,000         $     45,914
                                 Jan. 2000       $   166,237    $    379,500       160,000         $     38,872

Zeev Bregman                     Jan. 2002       $   156,617    $      -           300,000         $     42,829
Chief Executive Officer,         Jan. 2001       $   151,939    $    420,000       250,000         $     38,327
Comverse(6)

Dan Bodner                       Jan. 2002       $   200,000    $     50,000        30,000         $      2,000
President and Chief
Executive Officer,Verint (7)

David Kreinberg                  Jan. 2002       $   187,303    $      -           125,000         $    211,067
Vice President of Finance        Jan. 2001       $   180,000    $    170,000       100,000         $    129,800
and Chief Financial Officer      Jan. 2000       $   160,000    $    100,000        75,000         $     10,080

Francis E. Girard
Chief Executive Officer,         Jan. 2001       $   385,008    $      -             -             $     26,000
Comverse(8)                      Jan. 2000       $   385,008    $    125,000         -             $     26,000


Carmel Vernia(9)
Chief Operating Officer;
Chief Executive Officer,         Jan. 2000       $   159,043    $      -             -             $     37,116
Verint

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

                                                       /footnotes on next page /
</TABLE>

                                      -6-
<PAGE>

                                                 /footnotes from previous table/


(1)      Includes $217,402 of salary and $185,598 of payments in lieu of earned
         vacation. During the year ended January 31, 2002, Mr. Alexander was
         entitled to receive $672,000 in salary and a bonus of approximately
         $1,500,000. Mr. Alexander voluntarily forfeited ninety percent (90%)
         (approximately $1,955,000) of such amount.

(2)      Includes bonuses accrued for services performed in the year indicated,
         regardless of the year of payment.

(3)      See also "Security Ownership of Certain Beneficial Owners and
         Management - Options to Purchase Subsidiary Shares."

(4)      Consists of miscellaneous items not exceeding $50,000 in the aggregate
         for any individual, including premium payments and contributions under
         executive insurance and training plans, 401(k) matching payments and,
         in the case of Mr. Alexander, the amount includes $360,665, $316,602
         and $277,779 accrued in the years ended January 31, 2002, 2001 and
         2000, respectively, for payments due on termination of employment
         pursuant to the terms of his employment agreements with the Company and
         $903,197, $905,679 and $825,000 paid in the years ended January 31,
         2002, 2001 and 2000, respectively, in premiums for life insurance, of
         which $883,313, $825,000 and $825,000, respectively, was provided under
         split-dollar arrangements. The Company is entitled to reimbursement of
         the premiums paid under the split-dollar arrangements from the benefit
         payments or cash surrender value. In the case of Mr. Kreinberg, the
         amount includes $115,160 and $115,335 paid in the years ended January
         31, 2002 and 2001, respectively, in premiums for life insurance, of
         which $113,000 for both years was provided under split-dollar
         arrangements. The Company is entitled to reimbursement of the premiums
         paid under the split-dollar arrangements from the benefit payments or
         cash surrender value. In the case of Mr. Kreinberg, the amount also
         includes $80,000 accrued in the year ended January 31, 2002 for
         payments due on the termination of his employment with the Company.

(5)      Mr. Danziger was promoted to President of the Company in January 2001.

(6)      Mr. Bregman was promoted to Chief Executive Officer of Comverse in
         January 2001.

(7)      Mr. Bodner was promoted to Chief Executive Officer of Verint in
         December 1999.

(8)      Mr. Girard served as Vice Chairman of Comverse from January 2001 until
         January 2002 and served as Chief Executive Officer of Comverse from
         January 1998 until January 2001. Mr. Girard currently serves as a
         director of the Company.

(9)      Mr. Vernia served as Chief Operating Officer of the Company during the
         periods indicated and as Chief Executive Officer of Verint through
         December 1999. Mr. Vernia resigned from the Company effective April
         2000.


                                      -7-
<PAGE>

             The following table sets forth information concerning options
granted during the year ended January 31, 2002 to the executive officers of the
Company identified above under its employee stock option plans:
<TABLE>
<CAPTION>
                     STOCK OPTION GRANTS IN LAST FISCAL YEAR
                                                                                       Potential Realizable Value
                                                                                       Assumed Annual Rates of
                                                                                       Stock Price Appreciation
                                   Individual Grants                                         For Option Term*
----------------------------------------------------------------------------------     --------------------------
                                       Percent of
                                         Total
                       Number of        Options      Exercise
                        Shares          Granted to     Price
                      Subject to        Employees       Per          Expiration
Name                    Option          in Period      Share             Date                  5%             10%
--------------------    ------        -------------  --------    -----------------           -----        ---------
<S>                      <C>              <C>          <C>         <C>                 <C>              <C>
Kobi Alexander           600,000          6.0%         $16.05      October 22, 2011    $   6,056,255    $   15,347,740
Itsik Danziger(1)        200,000          2.0%         $16.05      October 22, 2011    $   2,018,752    $    5,115,913
Zeev Bregman(2)          300,000          3.0%         $16.05      October 22, 2011    $   3,028,128    $    7,673,870
Dan Bodner(3)             30,000          0.3%         $16.05      October 22, 2011    $     302,813    $      767,387
David Kreinberg(4)       125,000          1.3%         $16.05      October 22, 2011    $   1,261,720    $    3,197,446
------------------
</TABLE>

        *Represents the gain that would be realized if the options were held
         for their entire ten-year term and the value of the underlying shares
         increased at compounded annual rates of 5% and 10% from the fair market
         value at the date of option grants.

(1)      Mr. Danziger also was granted options to purchase 11,742 shares of
         Verint at an exercise price of $8.69 per share with an expiration date
         of April 1, 2011. Assuming the options were held for their entire
         ten-year term and the value of the underlying shares increased at
         compounded annual rates of 5% and 10% from Verint's initial public
         offering price of $16.00 per share, the potential realizable value
         would be $204,021 and $385,289, respectively.

(2)      Mr. Bregman also was granted options to purchase 11,742 shares of
         Verint at an exercise price of $8.69 per share with an expiration date
         of April 1, 2011. Assuming the options were held for their entire
         ten-year term and the value of the underlying shares increased at
         compounded annual rates of 5% and 10% from Verint's initial public
         offering price of $16.00 per share, the potential realizable value
         would be $204,021 and $385,289, respectively.

(3)      Mr. Bodner also was granted options to purchase 48,925 shares of Verint
         at an exercise price of $8.69 per share with an expiration date of
         April 1, 2011. Assuming the options were held for their entire ten-year
         term and the value of the underlying shares increased at compounded


                                      -8-
<PAGE>

         annual rates of 5% and 10% from Verint's initial public offering price
         of $16.00 per share, the potential realizable value would be $849,940
         and $1,605,223, respectively.

(4)      Mr. Kreinberg also was granted options to purchase 8,806 shares of
         Verint at an exercise price of $8.69 per share with an expiration date
         of April 1, 2011. Assuming the options were held for their entire
         ten-year term and the value of the underlying shares increased at
         compounded annual rates of 5% and 10% from Verint's initial public
         offering price of $16.00 per share, the potential realizable value
         would be $153,007 and $288,950, respectively.


         The options have a term of ten years and become exercisable and vest in
increments over the period of four years from the year of grant. The exercise
price of the options is equal to the fair market value of the underlying shares
at the date of grant.

         The following table sets forth, as to each executive officer identified
above, the shares acquired on exercise of options during the year ended January
31, 2002, value realized, number of unexercised options held at January 31,
2002, currently exercisable and subject to future vesting, and the value of such
options based on the closing price of the underlying shares on the NASDAQ
National Market System of $21.37 on January 31, 2002, net of the associated
exercise price.


                    OPTION EXERCISES AND YEAR-END VALUE TABLE

        Aggregate Option Exercises in the year ended January 31, 2002 and
                Value of Unexercised Options at January 31, 2002
<TABLE>
<CAPTION>
                                                        Number of Unexercised                   Value of Unexercised
                         Shares                             Options Held                        In-the-Money Options
                        Acquired                         at January 31, 2002                 Held at January 31, 2002(6)
                           On          Value             -------------------                 ------------------------
Name                    Exercise     Realized        Exercisable     Unexercisable        Exercisable       Unexercisable
----                    --------     --------        -----------     -------------        -----------       -------------
<S>           <C>                  <C>                <C>              <C>             <C>                <C>
Kobi Alexander(1)          -       $      -           3,802,236        1,552,500       $     39,420,885   $     5,323,875
Itsik Danziger(2)        60,000    $   5,982,962        302,500          467,500       $      2,071,171   $     1,490,375
Zeev Bregman(3)            -       $      -             197,500          585,000       $      1,035,724   $     2,022,375
Dan Bodner(4)              -       $      -              12,500           55,000       $        -         $       159,600
David Kreinberg(5)       14,290    $   1,454,813        101,560          245,000       $        528,626   $       750,275
</TABLE>


             See "Security Ownership of Certain Beneficial Owners and Management
- Options to Purchase Subsidiary Shares" for informatio regarding the grant to
certain executive officers of options to purchase shares of subsidiaries of the
Company.

(1)    Mr. Alexander acquired 116,356 shares of common stock of Verint on the
       exercise of options during the year ended January 31, 2002. In addition,
       as of January 31, 2002, Mr. Alexander also owns options to purchase (i)
       359,573 shares of common stock of Verint valued at $4,254,369 based on
       Verint's initial public offering price of $16.00 per share, of which


                                      -9-
<PAGE>
       options to purchase 300,082 shares, valued at $3,652,112, were
       exercisable, (ii) 8.1 shares of common stock of Startel Corporation, all
       of which were exercisable and none of which were exercised during the
       year ended January 31, 2002, and (iii) 162 shares of common stock of CTI
       Capital Corporation, all of which were exercisable and none of which were
       exercised during the year ended January 31, 2002.

(2)    Mr. Danziger realized $165,537 on the exercise of options to purchase
       5,273 shares of Ulticom common stock during the year ended January 31,
       2002. As of January 31, 2002, Mr. Danziger also owns options to purchase
       (i) 11,742 shares of common stock of Verint valued at $85,869 based on
       Verint's initial public offering price of $16.00 per share, all of which
       were unexercisable, and (ii) 43,818 shares of common stock of Ulticom
       valued at $292,880, of which options to purchase 7,000 shares were
       exercisable and valued at $46,788.

(3)    Mr. Bregman realized $346,884 on the exercise of options to purchase
       12,273 shares of Ulticom common stock during the year ended January 31,
       2002. As of January 31, 2002, Mr. Bregman also owns options to purchase
       (i) 11,742 shares of common stock of Verint valued at $85,869 based on
       Verint's initial public offering price of $16.00 per share, all of which
       were unexercisable, and (ii) 36,818 shares of common stock of Ulticom,
       all of which were unexercisable and valued at $246,092.

(4)    As of January 31, 2002, Mr. Bodner also owns options to purchase 195,696
       shares of common stock of Verint valued at $1,813,627 based on Verint's
       initial public offering price of $16.00 per share, of which options to
       purchase 95,402 shares, valued at $958,302, were exercisable and none of
       which were exercised during the year ended January 31, 2002.

(5)    Mr. Kreinberg realized $685,915 on the exercise of options to purchase
       24,545 shares of Ulticom common stock during the year ended January 31,
       2002. As of January 31, 2002, Mr. Kreinberg also owns options to purchase
       (i) 11,741 shares of common stock of Verint valued at $94,111 based on
       Verint's initial public offering price of $16.00 per share, of which
       options to purchase 1,958 shares, valued at $19,822, were exercisable and
       none of which were exercised, and (ii) 73,636 shares of common stock of
       Ulticom, all of which were unexercisable and valued at $492,183.

(6)    Under a program approved by the Company's shareholders, eligible Company
       employees are being given the opportunity to voluntarily cancel
       unexercised stock options previously granted to them in exchange for
       replacement options that will be granted at a future date. Replacement
       options will be granted at a ratio of 0.85 new options for each existing
       option cancelled, at an exercise price equal to the fair market value of
       the Company's shares on the date of the re-grant, which currently is
       expected to be December 23, 2002. Participating employees will have until
       June 20, 2002 to submit options for cancellation.

Employment Agreements

             As described below, during the year ended January 31, 2002, Mr.
Alexander was entitled to receive $672,000 in salary and a bonus of
approximately $1,500,000. Mr. Alexander voluntarily forfeited ninety percent
(90%) (approximately $1,955,000) of such amount, resulting in total cash
compensation, excluding amounts paid for accrued vacation, of approximately
$217,000.


                                      -10-
<PAGE>

             Mr. Alexander serves as Chairman of the Board and Chief Executive
Officer of the Company under an agreement extending through January 31, 2004 at
a current base annual salary of $630,000. Pursuant to the agreement, Mr.
Alexander is entitled to receive bonus compensation in an amount to be
negotiated annually, but not less than 2.75% of the Company's consolidated after
tax net income in each year, determined without regard to the bonus and any
acquisition-related expenses and charges. Mr. Alexander also receives various
supplemental medical, insurance and other personal benefits from the Company
under the terms of his employment, including the use of an automobile leased by
the Company.

             Mr. Alexander serves as Chairman of the Board of Comverse Ltd. at a
current basic compensation of $3,500 per month. Comverse Ltd. has also agreed to
reimburse Mr. Alexander for certain business-related expenses, to provide him
with the use of an automobile owned or leased by Comverse Ltd., and to pay
certain amounts for his account into defined contribution insurance and training
funds in Israel. Comverse Ltd. is also required to pay any taxes incurred by Mr.
Alexander in respect of benefits provided to him under the agreement and certain
professional fees incurred for the benefit of Mr. Alexander. In the event that
Comverse Ltd. unilaterally terminates or fundamentally breaches the agreement,
it must pay, as liquidated damages, an amount equal to the basic compensation
due for the remainder of the term of the agreement plus an amount equal to the
present value of all non-monetary benefits under the agreement. The present
value of the non-monetary benefits under the agreement is not readily
determinable but is estimated at approximately 25% of such salary.

             Following termination or expiration of the term of employment, Mr.
Alexander is entitled to receive a severance payment equal to $112,736 times the
number of years from the beginning of his employment with the Company, the
amount of which payment increases at the rate of 10% per annum compounded for
each year of employment following December 31, 2000, plus continued fringe
benefits for three years and insurance coverage for up to 10 years. If Mr.
Alexander's employment is terminated by the Company without "cause", or by Mr.
Alexander for "good reason" (as those terms are defined in the agreement), he is
entitled to additional payments attributable to the salary, bonus and the
monetary equivalence of other benefits which he otherwise would have expected to
receive for a period of three years or the balance of the agreement term,
whichever is longer. If such termination occurs following a change in control of
the Company, the required additional payment is three times Mr. Alexander's
annual salary and bonus, and he is additionally entitled to the accelerated
vesting of all retirement benefits and stock options, and payments sufficient to
reimburse any associated excise tax liability and income tax resulting from such
reimbursement. The agreements also provide for Mr. Alexander to receive options
entitling him to purchase 7-1/2% of the equity of the Company's subsidiaries,
other than Comverse, at prices equal to the higher of the book value of the
underlying shares at the date of option grant or the fair market value of such
shares at that date determined on the basis of an arms'-length transaction with
a third party or, if no such transactions have occurred, on a reasonable basis
as determined by the Board of Directors. These options, as well as any options
granted Mr. Alexander under the Company's stock option or stock incentive plans,
become fully vested, exercisable and nonforfeitable in the event of a change in
control of the Company, the termination of Mr. Alexander's employment by the
Company without cause or by Mr. Alexander for good reason, or Mr. Alexander's
death or disability. Insurance benefits include life insurance providing
cumulative death benefits of approximately $40,000,000 including amounts


                                      -11-
<PAGE>

provided under split dollar arrangements through which the Company is to be
reimbursed premiums from the benefit payments or cash surrender value.

             Mr. Danziger is employed as President of the Company under an
agreement providing for a base monthly salary at a current rate of approximately
59,000 Israeli shekels, subject to Israeli statutory cost of living adjustment
(resulting in a current annual salary equal to approximately $144,000) and an
annual bonus which is based on goals for Mr. Danziger and the Company. Mr.
Danziger is entitled to receive various insurance and supplemental benefits and
the use of an automobile owned or leased by the Company.

             Mr. Bregman is employed as Chief Executive Officer of Comverse
under an agreement providing for a base monthly salary at a current rate of
approximately 60,000 Israeli shekels, subject to Israeli statutory cost of
living adjustment (resulting in a current annual salary equal to approximately
$147,000) and an annual bonus which is based on goals for Mr. Bregman and
Comverse. Mr. Bregman is entitled to receive various insurance and supplemental
benefits and the use of an automobile owned or leased by the Company.

             Mr. Bodner is employed as President and Chief Executive Officer of
Verint under an agreement providing for an annual salary of $200,000 and an
annual bonus which is based on goals for Mr. Bodner and Verint. Mr. Bodner is
entitled to receive various insurance and supplemental benefits and the use of
an automobile owned or leased by the Company.

             Mr. Kreinberg is employed as Vice President of Finance and Chief
Financial Officer of the Company under an agreement providing for an annual
salary of $200,000 and an annual bonus which is based on goals for Mr. Kreinberg
and the Company. Mr. Kreinberg is entitled to receive various insurance and
supplemental benefits and the use of an automobile owned or leased by the
Company.

Compensation of Directors

             Each director who is not an employee of the Company or otherwise
compensated by the Company for services rendered in another capacity, and whose
position on the Board of Directors is not attributable to any contract between
the Company and such director or any other entity with which such director is
affiliated, receives compensation in the amount of $2,750 for each meeting of
the Board of Directors and of certain committees of the Board of Directors
attended by such director during the year. Each of such eligible directors is
also entitled to receive an annual stock option grant under the Company's Stock
Option Plans entitling such director to purchase 27,000 shares of common stock
at a price per share equal to the fair market value of the common stock as
reported on the NASDAQ System on the date two business days after the
publication of the audited year-end financial statements of the Company. Such
options are subject to forfeiture to the extent of 5,400 shares per meeting in
the event that the option holder, during the year of grant, fails to attend at
least five meetings of the Board of Directors and any of its committees of which
the option holder is a member. Each director who resides outside of the United
States and is not an officer or employee of the Company is entitled to
reimbursement of expenses incurred for attendance at meetings of the Board, up
to the amount of $2,000 for each meeting attended.


                                      -12-
<PAGE>

Severance Benefits Following a Change in Control

             The Company has instituted severance benefits arrangements for
eligible employees, other than the Chief Executive Officer (whose benefits are
described above), due in the event of the termination of employment, within two
years following a change in control of the Company, either by the Company
without cause or by an employee under specified circumstances. Key executives,
as designated from time to time by the Remuneration Committee, are generally
entitled in the event of such termination following a change in control to
receive (a) payment of salary and pro-rated bonus through the date of
termination (computed at the rates then in effect or, if higher, during
specified periods prior to the date of change in control), (b) an additional
payment equal to the sum of annual salary and bonus (as so computed), (c) the
accelerated vesting of all stock options and retirement benefits, (d)
continuation for one additional year of certain employment-related benefits and
(e) in the discretion of the Remuneration Committee, a payment in an amount
necessary to discharge without cost to the employee any excise tax imposed in
respect of the payments due under the severance arrangement. Other employees are
generally entitled to receive, in the event of the involuntary termination of
their employment following a change in control, (a) payment of their then
current salary through the date of termination, (b) an additional payment equal
to one month of salary for each year of employment with the Company, up to
twelve, prior to termination, (c) the accelerated vesting of stock options and
retirement benefits and (d) continuation of certain employment-related benefits.


Compensation Committee Interlocks and Insider Participation

             Kobi Alexander, Chairman of the Board and Chief Executive Officer
of the Company, serves as a member of the Board of Directors of SMARTS. Dr.
Shaula Alexander Yemini, President and Chief Executive Officer of SMARTS and Mr.
Alexander's sister, has been a director of the Company and has served as a
member of the Remuneration and Stock Option Committee of the Company's Board of
Directors since August 1997. In June 2001, Ron Hiram, who also is a director of
SMARTS, became a director of the Company and replaced Dr. Alexander Yemini as a
member of the Remuneration and Stock Option Committee.






                                      -13-
<PAGE>

Item 12.     Principal Shareholders and Security Ownership of Management.

             The following table identifies and sets forth certain information
concerning the beneficial ownership of Common Stock by the executive officers of
the Company, by each director of the Company and by each person known by the
Company to beneficially own more than five percent of the issued and outstanding
Common Stock. Except as otherwise noted, information is given as of May 6, 2002.
<TABLE>
<CAPTION>
                                                                                     Number of           Percent
                                                                                       Shares            of Total
                                                                                    Beneficially        Outstanding
Beneficial Owner                      Relationship with the Company                   Owned(1)           Shares(2)
----------------                      -----------------------------                   --------           ---------
<S>                                   <C>                                             <C>                 <C>
FMR Corporation                       Shareholder                                     19,245,355 (3)      10.3%
82 Devonshire Street
Boston, MA 02109

Massachusetts Financial
Services Company                      Shareholder                                     15,306,814 (3)       8.2%
500 Boylston Street
Boston, MA 02116

Legg Mason, Inc.                      Shareholder                                     12,930,133 (3)       6.9%
100 Light Street
Baltimore, MD 21202

Kobi Alexander                        Chairman of the Board,                           3,902,496(4)        2.0%
                                      Chief Executive Officer and Director

Itsik Danziger                        President and Director                             328,176(5)         *

Zeev Bregman                          Chief Executive Officer of                         229,186(6)         *
                                      Comverse

Dan Bodner                            President and Chief Executive                       48,274(7)         *
                                      Officer of Verint

David Kreinberg                       Vice President of Finance and                      131,788(8)         *
                                      Chief Financial Officer

Zvi Alexander                         Director                                            70,000            *

John H. Friedman                      Director                                            86,000            *

Francis E. Girard                     Director                                           712,859(9)         *

Ron Hiram                             Director                                            27,000(10)        *

Sam Oolie                             Director                                            65,000(11)        *

William F. Sorin                      Secretary and Director                              88,127(12)        *

Shaula Alexander Yemini, Ph.D.        Director                                            71,200(13)        *

All directors and executive
  officers as a group (12 persons)                                                     5,760,106           3.0%

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

*        Less than 1%.
</TABLE>


                                      -14-
<PAGE>

                                                       /footnotes on next page/


                                                 /footnotes from previous table/

(1)      Includes outstanding shares and shares issuable upon the exercise of
         stock options that are exercisable at or within 60 days after May 6,
         2002. Does not include shares issuable upon the exercise of stock
         options that are not exercisable until more than 60 days after May 6,
         2002. The shares subject to stock options held by the individuals
         identified above as of May 6, 2002 consist of the following:
<TABLE>
<CAPTION>
                                                                     Number of Shares of Common Stock
                                                                             Subject to Options
                                                      ----------------------------------------------------------------
                                                        Exercisable at or Within 60     Not Exercisable at or Within
                                                                 days after                     60 days after
                                                                May 6, 2002                      May 6, 2002
                                                                -----------                      -----------
<S>                                                                <C>                              <C>
         Kobi Alexander                                            3,877,236                        1,477,500
         Itsik Danziger                                              327,500                          442,500
         Zeev Bregman                                                228,750                          553,750
         Dan Bodner                                                   12,500                           55,000
         David Kreinberg                                             114,060                          232,500
         Zvi Alexander                                                61,000                           27,000
         John H. Friedman                                             86,000                           27,000
         Francis E. Girard                                           610,896                                -
         Ron Hiram                                                    27,000                           27,000
         Sam Oolie                                                    65,000                           27,000
         William F. Sorin                                             88,127                           87,625
         Shaula Alexander Yemini, Ph.D.                               62,200                           27,000
                                                                   ---------                        ---------

         All directors and executive officers as a
         group (12 persons)                                        5,560,269                        2,983,875
                                                                   =========                        =========
</TABLE>
(2)      Based on 186,889,781 shares of common stock issued and outstanding on
         May 6, 2002, excluding, except as otherwise noted, shares of common
         stock issuable upon the exercise of outstanding stock options.

(3)      Based on Schedule 13G filings with the Securities and Exchange
         Commission reflecting data as of December 2001.

(4)      Mr. Alexander is also the beneficial owner of 997,263 shares of common
         stock of Ulticom and 2,700,000 class C shares of Starhome BV, a
         subsidiary of the Company. In addition, Mr. Alexander is the beneficial
         owner of 416,438 shares of common stock of Verint, which includes
         300,082 shares issuable upon the exercise of stock options exercisable
         at or within 60 days after May 6, 2002. Additionally, Mr. Alexander is
         the beneficial owner of 8.1 shares of common stock of Startel
         Corporation and 162 shares of common stock of CTI Capital Corporation,


                                      -15-
<PAGE>

         each of which is a subsidiary of the Company, which shares are issuable
         upon the exercise of stock options exercisable at or within 60 days
         after May 6, 2002.

(5)      Mr. Danziger is also the beneficial owner of 19,273 shares of common
         stock of Ulticom, and 2,936 shares of common stock of Verint, which are
         issuable upon the exercise of stock options exercisable at or within 60
         days after May 6, 2002.

(6)      Mr. Bregman is also the beneficial owner of 12,273 shares of common
         stock of Ulticom, and 2,936 shares of common stock of Verint, which are
         issuable upon the exercise of stock options exercisable at or within 60
         days after May 6, 2002.

(7)      Mr. Bodner is also the beneficial owner of 114,973 shares of common
         stock of Verint, which are issuable upon the exercise of stock options
         exercisable at or within 60 days after May 6, 2002.

(8)      Mr. Kreinberg is also the beneficial owner of 34,545 shares of common
         stock of Ulticom, which includes 24,545 shares issuable upon the
         exercise of stock options exercisable at or within 60 days after May 6,
         2002, and 4,893 shares of common stock of Verint, which are issuable
         upon the exercise of stock options exercisable at or within 60 days
         after May 6, 2002.

(9)      Mr. Girard is also the beneficial owner of 3,000 shares of common stock
         of Ulticom.

(10)     Mr. Hiram is also the beneficial owner of 16,000 shares of common stock
         of Ulticom, which includes 15,000 shares issuable upon the exercise of
         stock options exercisable at or within 60 days after May 6, 2002.

(11)     Mr. Oolie is also the beneficial owner of 1,000 shares of common stock
         of Ulticom.

(12)     Mr. Sorin is also the beneficial owner of 8,182 shares of common stock
         of Ulticom, and 2,202 shares of common stock of Verint, which are
         issuable upon the exercise of stock options exercisable at or within 60
         days after May 6, 2002.

(13)     Dr. Alexander Yemini is also the beneficial owner of 2,000 shares of
         common stock of Ulticom.






                                      -16-
<PAGE>

Options to Purchase Subsidiary Shares

             The Chief Executive Officer of the Company holds options to
purchase shares of certain subsidiaries of the Company as set forth under
"Employment Agreements," above. In addition, other employees, including certain
executive officers of the Company, have been granted options to acquire shares
of certain subsidiaries and affiliates of the Company, other than Comverse. Such
option awards are not tied to the performance of the respective subsidiaries or
affiliates, but are generally intended to incentivize employees in the units in
which they are employed and for which they have direct responsibility. The
amount of shares issuable upon exercise of such options varies among the
subsidiaries and affiliates affected, not exceeding in any instance 20% of the
shares outstanding assuming exercise in full. These options have terms ranging
up to 15 years and become exercisable and vest over various periods ranging up
to seven years from the date of initial grant. The exercise price of each option
is equal to the higher of the book value of the underlying shares at the date of
grant or the fair market value of such shares at that date determined by the
Board of Directors of the applicable subsidiary or by a committee of the Board
of Directors of the Company.

             These options (and any shares received by the holders upon
exercise) provide the option holders with a potentially larger equity interest
in the respective subsidiaries and affiliates than in the Company, which, under
certain circumstances, could cause the option holders' interests to conflict
with those of the Company's shareholders generally.


Item 13.     Certain Relationships and Related Transactions.

             The Company paid or accrued legal fees to William F. Sorin, a
director of the Company, in the amount of $154,688 for legal services rendered
to the Company during the year ended January 31, 2002.





                                      -17-
<PAGE>

                                    SIGNATURE

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                               COMVERSE TECHNOLOGY, INC.
                                       (Registrant)


                               By:     s/ David Kreinberg
                                       -----------------------------
                                       David Kreinberg
                                       Vice President of Finance and
                                       Chief Financial Officer
Dated:  May 21, 2002
















                                      -18-