EXHIBIT 3.5

                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                            COMVERSE TECHNOLOGY, INC.

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

                            Under Section 805 of the
                            Business Corporation Law

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

           THE UNDERSIGNED, Chairman of the Board and Secretary of COMVERSE
TECHNOLOGY, INC., a corporation organized and existing under the laws of the
State of New York, hereby certify as follows:

           FIRST: The name of the corporation is COMVERSE TECHNOLOGY, INC.

           SECOND: The Certificate of Incorporation of the corporation was filed
by the Department of State on October 4, 1984.

           THIRD: The Certificate of Incorporation, as heretofore amended and
currently in effect, is hereby further amended in order to increase from
300,000,000 to 600,000,000 the aggregate number of authorized common shares of
the corporation, having a par value of ten cents ($.10) per share, Article
FOURTH of the Certificate of Incorporation to read in its entirety as follows:

                  "FOURTH: The total number of shares of stock which the
                  Corporation is authorized to issue is three hundred and two
                  million, five hundred thousand (602,500,000) shares, of which
                  three hundred million (600,000,000) shares shall be
                  denominated Common Stock, having a par value of ten cents
                  ($0.10) per share, and two million, five hundred thousand
                  (2,500,000) shares shall be denominated Preferred Stock,
                  having a par value of one cent ($0.01) per share. Preferred
                  Stock may be issued in one or more series with such
                  designations, relative rights, preferences and limitations as
                  may be fixed from time to time by the Board of Directors of
                  the Corporation. Except as may be specifically provided in the
                  resolution or resolutions authorizing issuance of Preferred
                  Stock, no holders of capital shares of the Corporation, by
                  reason of the ownership thereof, shall have any preemptive
                  rights to subscribe for, purchase or otherwise acquire any
                  securities of the Corporation."

           FOURTH: The amendment of the Certificate of Incorporation set forth
herein was duly adopted by the Board of Directors of the Corporation at a
meeting held on June 26, 2000 and by the Shareholders of the Corporation at the
Annual Meeting of Shareholders held on September 15, 2000.

           IN WITNESS WHEREOF, this Certificate has been signed and is affirmed
as true under penalties of perjury by the undersigned on this 19th day of
September, 2000.

<PAGE>
                                                  /S/ Kobi Alexander
                                                  -------------------------
                                                  Kobi Alexander,
                                                  Chairman of the Board


/S/ William F. Sorin
-------------------------
William F. Sorin,
Secretary


















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