Exhibit 99.2

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                                                                Final Transcript

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Conference Call Transcript

CPWR - Q1 FY2005 Compuware Corporation Earnings Conference Call

Event Date/Time: Jul. 22. 2004 / 5:00PM ET
Event Duration: 26 min

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                                                                Final Transcript
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CPWR - Q1 FY2005 Compuware Corporation Earnings Conference Call
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CORPORATE PARTICIPANTS

Pete Karmanos
Compuware Corporation - Chairman, CEO

Lisa Elkin
Compuware Corporation - VP, Telecommunications

CONFERENCE CALL PARTICIPANTS

Damien Renaldi
First Albany Capitol - Analyst

Unidentified

PRESENTATION

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Operator

Hello and welcome to the Compuware Corporation First Quarter teleconference,  at
the request of Compuware,  this  conference is being recorded for instant replay
purposes.  At this time, I'd like to turn the conference over to Ms. Lisa Elkin,
vice-president   of   communications   and  investor   relations  for  Compuware
Corporation. Ms. Elkin, you may begin when when ready.

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Lisa Elkin - Compuware Corporation - VP, Telecommunications

Thank you very much Marquee, and good afternoon, ladies and gentlemen.

With me this  afternoon,  are  Peter  Karmanos,  Chairman  and  Chief  Executive
Officer,   Tommi  White,  Chief  Operating  Officer,   Laura  Fournier,   Senior
Vice-President  and Chief  Financial  Officer,  Bob Paul,  CEO and  President of
[INAUDIBLE]  ,  Jerry  Smith,  Executive  Vice  President  [INAUDIBLE]  and  Tom
Costello,  Senior Vice President and General  Counsel.  Certain  statements made
during  this  conference  call that are not  historical  facts  including  those
regarding the companies future plans,  objectives and expected performance,  are
forward-looking  statements  within the  meaning of the Federal  security  laws.
These  forward-looking  statements  represent our outlook only as of the date of
this conference  call. While we believe any  forward-looking  statements we have
are reasonable,  actual results could differ materially since the statements are
based on our current  expectations  and are  subject to risk and  uncertainties.
These risks and  uncertainties  are discussed in the company's report filed with
the Security and Exchange Commission.

You  should  refer  to  and  consider   these   factors  when  relying  on  such
forward-looking  information.  The  company  does not  undertake  and  expressly
disclaims any obligation to alter its forward-looking  statements,  whether as a
result of new  information,  future events or  otherwise,  except as required by
applicable  law.  For  those  of you who do not  have a copy,  I will  begin  by
summarizing the press release.  Peter will then provide  comments on the quarter
and we will conclude by opening the calls to your questions.  Compuware  reports
fiscal year '05 first quarter  results.  Compuware  Corporation  today announced
financial  results for its first quarter ended June 30, 2004.  Compuware reports
first quarter revenues of $287.1 million,  compared to $306 million in the first
quarter of the previous  fiscal year. Net income was $644,000,  compared to $2.6
million, in the same quarter of fiscal 2004.

Earns per share  diluted  computation  were break even  compared to 1 cent based
upon 388.4 million and 384 million shares



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                                                                Final Transcript
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CPWR - Q1 FY2005 Compuware Corporation Earnings Conference Call
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outstanding  respectively.  During the company's first quarter, software license
fees were $51.4  million,  compared to $55.3 million in the same same quarter of
the previous  year.  Maintenance  fees were $103.5  million,  compared to $101.6
million in the first quarter of fiscal 2004. Revenue from professional  services
was $129.5 million,  compared to $149.1 million in the same quarter last year. I
would now like to turn the call over to Pete, Pete?

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Pete Karmanos - Compuware Corporation - Chairman, CEO

Thanks, Lisa.

On  our  fourth  quarter  conference  call  we  discussed  the  projections  for
Compuware's fiscal year, 2005. In particular, I said we expect to earn between18
and 24 cents per share  for the  year.  I also said that we would be  profitable
throughout fiscal '05, but that the first and second quarters would be modest. I
believe  all these  things as firmly  now as I did at the time when I said them.
Yes, Q1 was a horrible disappointment.

We failed to meet the  expectations of the investors,  of Wall Street  analysts,
and our  ourselves.  During  our May 12th  conference  call,  Compuware's  first
quarter was six weeks old in tracking ahead for the same period last year. After
the call,  the services and  maintenance  businesses  continued to track well in
comparison to Q1 last year.  Unfortunately,  our new license business stopped in
the  last  month  of the  quarter.  We  had  sufficient  pipeline  to  meet  our
expectations  but failed,  obviously to close the business.  This was across all
platforms,  all  geographies,  all product lines.  Suggesting a lack of customer
[INAUDIBLE]. Yet these deals remain in our pipeline.

Obviously,  the sale cycle has elongated,  but the demand for business solutions
Compuware  can  provide  still  exist.  We must and we will do a  better  job of
translating  demand to close  business,  in dealing with increased sales cycles.
The hesitancy of  businesses  to sign deals in Q1 can be seen in the  lackluster
results of our entire  industry.  As soon as the results of our  quarter  became
clear, we joined many of our peers in forming the investment  [INAUDIBLE] of our
shortfall.  The timing of our prerelease was based entirely on the  availability
of final data.

The substantial  services component in our revenue requires a few more days then
those needed for companies  that only sell  software.  Despite this  quarter,  I
remain  optimistic  so we can achieve  the 18 to 24 cents per share  guidance we
gave for the year. The phrase that will continue to be most aptly described this
year is ramp-up.  As I've said,  we expect a modest  second  quarter but there's
true  strength  in our  business  that will  become  more  apparent  as the year
progresses.  You will see the strength and contours growing partnerships and our
technology. This quarter's alliance with SAP has already resulted in more than a
dozen large well-qualified opportunities.

Other partners continue to support the sales of Compuware's distributed products
with more than 30% of distributed  revenues  flowing through  partners,  such as
[INAUDIBLE]  and Syrion.  Optimal J license  fees are up year over year and CARs
revenue is on the rise,  albeit  painfully  slow.  Covisint and  Changepoint are
meeting our spaces and  broadening  the business  opportunities,  IT  government
remains hot. As matter of fact,  this might be a clue to why the entire software
industry  may have  stopped in June. I think an awful lot of people are standing
down and trying to take care of the this, our [INAUDIBLE] needs.

Our technology  strategy  continues to be validated by respective  third parties
such as Gartner,  who will issue a very positive  report about Compuware and its
business, shortly. We also have incredible strength demonstrated in the on going
annuity  of  maintenance  revenue.  Maintenance  was up year over  year,  again,
confirming  the  value of  customers  find in both our  distributed  main  frame
products.   Years  of  equity,  Compuware  has  invested  in  the  product  make
maintenance  a very  profitable  business  for us.  More  importantly,  our high
renewal  rates  are  clear  indicators  of the  credible  return  on  investment
Compuware products deliver. The strength of our service's,  businesses,  and its
people, and it's competitive reach.

Compuwear services  employees are in the data centers,  and technology teams are
the largest  companies in the world.  Our service  teams  deliver a  competitive
advantage to working with customers every day, and understanding their needs and
through providing market  intelligence,  revenue has stabilized in this business
and  margins  are  solid.   As  we  continue  to  attack  high  margin   service
opportunities,  an increase the sales of our product related services,  I expect
our  margins  to  grow.  We  have  a  tremendous  asset  in our  balance  sheet,
highlighted by nearly 700 million in cash and investments.

Our receivable  balance is more than 400 million and it's current.  Our deferred
revenues  are  nearly  330 and our long term  deferred  revenue  is  nearly  290
million.  These will  convert to cash and the numbers of a healthy  company that
has flexibility to support and invest in its business.  Compuware's  people, and
technology, and its balance sheet are remarkable business resources. Tommi White
and I are  very  carefully  examing  why we were  unable  to  better  use  these
resources to improve our software sales this quarter.  Most  importantly,  we're
determining how we will more effectively employ these assets going forward.

While we cannot control the technology spending environment,  we can control the
strength and consistency of our sales efforts,  and the level of our expenses. I
will assure you that I will be doing everything I can to increase the former and
monitor the latter. Lisa?

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Lisa Elkin - Compuware Corporation - VP, Telecommunications



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CPWR - Q1 FY2005 Compuware Corporation Earnings Conference Call
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Ladies and gentlemen, we'll now be happy to take your questions.

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Operator

Thank you.  Participants wishing to ask a question,  simply press star, 1on your
phone key pads.  If you hear your  question  answered  and you wish to withdraw,
then you  would  press  star,  2.  Once  again,  participants  wishing  to ask a
question, press star, 1 on your phone key pads.

QUESTION AND ANSWER

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Operator

Thank you,  and our first  question  comes from Damien  Renaldi of First  Albany
Capital.

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Damien Renaldi - First Albany Capitol - Analyst

Yes, good afternoon.  On the topic of the control over what you can do with your
sales  organization  to help  drive more  revenue,  can you be a little bit more
specific  about what changes  you're  considering or what changes you've already
implemented.  Either terms of incentives  or changes to territory  management or
things like that?

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Pete Karmanos - Compuware Corporation - Chairman, CEO

Damien, this is Peter Karmanos.

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Damien Renaldi - First Albany Capitol - Analyst

Thank you.

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Pete Karmanos - Compuware Corporation - Chairman, CEO

We really at this point in time,  don't feel that we should  make more  changes,
except, we're going to insist on them doing some things that we can control. One
of the major  things is  increasing  our  pipeline  from about 440  million,  to
somewhere  around 650 or 660 million.  That way,  they're  going to have to make
significantly  more calls then they have been.  They're  going to have to work a
lot of hours,  but the only way we can handle a slow down in the sales  cycle is
by  increasing  the backlog you have,  and we really  were  resting  more on our
laurels  from the  final  quarter  of last  year and we  didn't  push to get the
pipeline  increase that I think I talked about on a former  conference call, and
we are  going to  insist  that we can get that  pipeline.  Our  dilemma  we find
ourselves in is that we've made an  investment in the sales force and we've made
significant  investment in marketing,  and significant investment in technology,
and one reaction to having sold less new licenses would be, maybe,  to pull back
on some of that. But I have a lot of confidence in our products. I have a lot of
confidence in our strategy. That confidence is shared by people like Gartner and
Meda and we're  really  going to make sure we properly  utilize the  investments
that we've made and saying that we do have a lot of control over is establishing
a much higher  pipeline  for sales this year.  So that's  really the basic steps
that we're  going to take.  We're  going to  communicate  to our sales force the
expectations and then we're going to monitor that on a weekly basis to make sure
we're actually reaching that goal. We're going to find two or three other



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                                                                Final Transcript
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CPWR - Q1 FY2005 Compuware Corporation Earnings Conference Call
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things that we can do with the sales force that can be monitored  as well,  just
to ensure for our own sanity, that we're doing the things that we can control.

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Damien Renaldi - First Albany Capitol - Analyst

Okay. To the point about the not holding back from the  investments  that you've
made made in sales and marketing to help drive some of this pipeline  expansion,
do you anticipate having to make incremental investments to drive Lee generation
either directly or through your partners?

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Pete Karmanos - Compuware Corporation - Chairman, CEO

No. You know,  that's one of the more frustrating  things about the quarter.  We
have all those things in place. We're not going to have to add to anything. It's
just execution.

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 Damien Renaldi  - First Albany Capitol - Analyst

Okay. And then, I noticed there was a roughly $2 million  contribution  from the
Changepoint operation,  can you talk a little bit about the business environment
for IT  governments to the extent that that might have been a factor in the lack
of purchasing activity? How much can you capitalize on customer focus there? And
what are the pipeline's and opportunities look for that piece of the business?

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Pete Karmanos - Compuware Corporation - Chairman, CEO

Well, Jerry Smith, I think I'll let him answer that question.

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Thank  you.  Came I don't  know,  I think  the if nom we're  seeing  as  comment
commented that a lot of the CIO's out there are slowing down on their  purchases
of other  technology  and looking to put in place,  an  application to help them
better  manage in a more  business-like  manner  and  clearly,  responding  to a
initiative that's underway here in North America.  To that end, our pipeline has
increased  quite  dramatically  especially with larger,  you know,  fortune 2000
organizations. As we look to the future, we see a pipeline in and around the $50
million  mark,  software  license  revenue  and we feel that  there  were  quite
comfortable  that this market is there and that we will see dramatic  growth and
as we are seeing today. And,hope to capitalize it over the next short while. Did
your  organization  or your piece of the Compuware  organization  experience the
same  hold-back  at the end of the  quarter  that the other  parts  did?  No, we
didn't.  We saw that  this was a  priority  and  companies  are  moving.  I will
comment.  It is a different type of IT spend,  though.  It's a larger enterprise
application.  So the the  investigation,  the understanding the -- It's a little
behind in other types of  applications  because  it's new. And all to it's a big
sale, it's not only the dollar volume that they're carefully  spending it's also
the  impact  that it will have to their  operations.  So,  there's  the  demand,
they're moving forward. But it's a big application.  That's going to necessitate
change in their  company,  so, you know,  they're not buying them off the shelf.
They're buying them very carefully. Last question question I have related to the
on going dispute with bim. My understanding  was that some activities can occur,
scheduled  to occur in  September.  Has there  been any  progress  on that front
towards a  settlement  or are you likely to end up as  scheduled  in court?  The
Federal judge in his wisdom,  has  rescheduled  the case for November.  And he's
allowed each of us three weeks,  I think,  he said it won't take any longer then
six weeks. In the meantime,  we're looking at some options with meeting with bim
to try and -- IBM to get the  settlement  going and we think  that  might be the
best thing to do at this point in time for  everybody.  Was Was that,  at all, a
factor in the performance this quarter,  concern about that, the status of that?
No. Not one bit. Okay. Thank you very much. Okay. DAMION,  this is laura, I want
to make sure we're  clear.  Changepoint  Changepoint  knew is not in the product
license  line.  There's  also  maintenance  and  services so there was more of a
contribution  there.  Thank  you.  Once  again,  part pants if you wish to ask a
question,  simply  press * 1 on your  phone  key  pads at this  time.  Our  next
question  is from Kirk of Bank of America  securities.  Pete,  you talked  about
license  dropped  off at the end of the  quarter,  I think,  you said across all
product lines.  Was there any split between the  distributed  products  products
dropping off in the  mainframe or equally  across both?  It was,  unfortunately,
wide . Okay. And laura, you talked about the Changepoint,  can we get an idea of
what the total contribution was? In terms of revenue, they have another close to
$2 million in services  then about about $1 million in  maintenance.  million in
services then about $1 million in maintenance.  And And finally,  pete, in terms
- -- I realize you reiterated  your stations for EPS, do you feel like the -- Your
Honor expect taying expectations.  Do you feel the same way about the cash flow.
The cash flow from operations.  $100 million to $150. Thank you very much. Thank
you. Our next question comes from David of bridger  capitol.  I have a couple of
questions. . I guess the first is, as you mentioned. If you can't control the IT
spending environment and the length of the sales cycle what specifically are you
looking at that  gives you  confidence  for your  numbers?  We have a  pipeline,
really what  happens  when the sales cycle elon gates is that you just close the
smaller percentage of your pipeline. So, for example, if you have a $400 million
pipeline  and the next  quarter  you're  going to close 15% of that.  That's $60
million.  And that 15% really doesn't change, but you can change the size of the
pipeline.  So if you need to make your  numbers and instead of closing 20 you're
only  closing 15, you still close 15%. But it's a much bigger  number.  Okay and
then, in terms of market  share,  as I'm sure you guys know,  Mercury's  numbers
were at least up this year, depending on how you look at it, between 20 and 30%,
they had an  acquisition,  of course.  How do you guys think  you're  fairing in
terms of market  share?  Well, I think  Mercury has issued an internal  memorial
month that says we're -- Mem month that says



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CPWR - Q1 FY2005 Compuware Corporation Earnings Conference Call
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we're their top  competitor  and they  should  make double all their  efforts in
competitive  situations against us. So, I think we're doing much better in going
after  them.  We really have an overall  strategy.  There's  really  about three
companies  that can sell  enterprise  solutions in North  America.  And that is,
Mercury,  IBM and ourselves.  We think we're much better  positioned  because we
have a much stronger  capability  capability on the development side in that our
CARS  product  from a  quality  point  of  view is  superior  and we have a good
strategy for replacing  their existing  testing  tools.  So, we're we're working
very hard on that. I think they  recognize that in their -- They're aware of us,
I think we're doing better.  We've always been a distant second.  We're going to
be a less-distant  second.  Okay. Do you have anything  quantitative in terms of
just being able to measure how you're holding up versus entire  quarters?  Well,
we don't have anything quantitative for this this call, but, we know we're doing
better.  Okay.  And then, my last question is. I know of one that comes comes up
from time to time, the share buy-back. If you talked on your April 15th call, in
great  detail out out how you think the stock can be worth as high as $20 to $25
a share and you talked about if it didn't get there or start moving in that that
direction  until six or 12 months.  You might look at other  optionsers you know
how the stock did as $5. You have $70 million in cash and investments on your if
you're  confident in the low end of the range you spoke about in the past,  when
would  there be a better  time then now to start  start  buying back the shares?
Let's try to dissect that.  First of all, we certainly,  as the stock guess down
we take a look at it. When I talk about it it was $8 a share.  And it went to $6
before we announced  anything.  I don't think we have any leak in our company or
anything like that. It really concerned me. The Problem.  I have right now, is I
don't think we have enough investors in the stock.  And. I really need to go out
and DO a road show.  And talk about our  strategy and where our products are and
literally,  to sell the company from a stock point of view.  But when I -- Thank
God. I didn't DO it last  quarter.  When you deliver a quarter as scimpy as this
one, then you convince a bunch of people to buy shares and then the bottom drops
out.  . I watched  the stock go from $to $6 and the  weakness  in the  stock,  I
really really, is that some of our old-time  investors got out of technology and
never have  gotten  back into into.  And we need to go and tell a good story and
make sure that we deliver on our numbers.  And right now, I'm  frightened  to do
that. So on the other hand, if the stock got down to a certain price point, we'd
buy it like crazy.  At the same time,  I really  believe  build value is to have
companies  that is growing and  profitable  profitable and the stock will go up.
The $20 a share.  I talked about where the value of the different  pieces of the
company.  All  right?  I didn't say it should be trading in the market for that.
I'm just  saying  that the break up value value for the company is far in excess
- -- Break up value of the  company  is for in  excess of what the  current  stock
price is. And how to uncap that value is  important,  but it wouldn't be fair to
go out and sell  pieces of the  business  today  and/or take all of our cash and
bias much stock back as we could, when we could, we think,  invest that money in
the business  and grow the business and there by, grow the prices of stock.  . I
mean,  I'm -- I don't mean to talk in circles but, you know,  it's a problem.  I
face every day and it's certainly,  something we're going to consider doing. And
And  And  whooled  get you  comfortable  enough  to go out and DO some  investor
conferences or DO a road show? Have some visibility into our quarter so. I don't
look  like  an  idiot.  Okay.  Thanks  a  lot.  Okay.  Thank  you,  once  again,
participants  if you wish to ask a question,  press * 1 on your key pads at this
time.  Thank you ladies and  gentlemen,  we will now  conclude  the question and
answer portion of today's  conference call and I'd like to turn the calling back
over to Lisa.  Ma'am? At this time,  ladies and gentlemen,  we will adjourn this
conference  call,  thank you very much for your time and  interest in  Compuware
and. I hope you have a pleasant  evening.  . This concludes  today's  conference
call, you you may disconnect at this time. Thank you for your participation.

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