Exhibit 99.2

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FINAL TRANSCRIPT

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Conference Call Transcript

CPWR - Q3 2005 Compuware Corporation Earnings Conference Call

Event Date/Time: Jan. 25. 2005 / 5:00PM ET
Event Duration: 43 min

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(C) 2005 2002 Thomson Financial. Republished with permission. No part of this
publication may be reproduced or transmitted in any form or by any means without
the prior written consent of Thomson Financial.

FINAL TRANSCRIPT
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CPWR - Q3 2005 Compuware Corporation Earnings Conference Call
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CORPORATE PARTICIPANTS

Lisa Elkin
Compuware Corporation - VP

Peter Karmanos
Compuware Corporation - Chairman, CEO

Tommi White
Compuware Corporation - COO

Hank Jallos
Compuware Corporation - Executive VP

Bob Paul
Compuware Corporation - CEO Covisint

Tom Costello
Compuware Corporation - Senior VP, general counsel

Laura Fournier
Compuware Corporation - CFO

CONFERENCE CALL PARTICIPANTS

David Rudow
Piper Jaffray - Analyst

Kirk Materne
Banc of America - Analyst

PRESENTATION
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Operator

Please stand by for realtime transcript.

Please continue to hold. Our conference will begin momentarily and we appreciate
your patience. Following our presentation today there will be a chance to ask
questions. At that time to ask a question you may press star-one on your
telephone. You will then be prompted to record your first and last name, as well
as company for pronunciation purposes only. To cancel or withdraw the question,
you may press star-two. Again, all sites standing by for today's Compuware
Corporation third quarter conference call, please continue to hold. Our call
will begin shortly and we do appreciate your patience. Thank you.

All sites standing by our conference is about to begin. Hello, welcome to the
Compuware Corporation third quarter results 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.

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Lisa Elkin - Compuware Corporation - VP

Thank you very much, Jennifer.

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 Covisint, Hank Jallos, executive vice president, 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 company's future plans, objectives and expected performance, are
forward-looking statements within the meaning of the federal securities 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
made are reasonable, actual results could differ materially since the statements
are based on our current expectations and are subject to risks and
uncertainties. These risks and uncertainties are discussed in the company's
reports filed with the Securities 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 update or
alter as forward-looking statements whether as a result of new information,
future events or otherwise, except as required by applicable law. For those of
who you do not have a copy, I will begin by summarizing the press release.

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Pete will then provide general comments on the quarter followed by Tommi who
will discuss operating results. Hank will discuss customer base and provide a
partnership update. Bob will discuss Covisint business. Tom will give an update
on the IBM lawsuit. Then Laura will review balance sheet items. We will then
open the call to your questions. Compuware reports fiscal year 2005 third
quarter results. Earnings of $.11 per share bolstered by 22.7% year over year
increase in software license fees. 14% professional services margins. Compuware
today announced financial results for its third quarter, which ended December
31, 2004. Compuware reports third quarter revenues of 330.5 million compared to
318.2 million in the third quarter of the previous fiscal year. Net income was
41.7 million compared to 21.8 million in the same quarter of fiscal 2004.
Earnings per share diluted computation were $.11compared to $.06 based upon
388.8 million and 385.9 million shares outstanding respectively. During the
company's third quarter, software license fees were 99 million compared to 80.7
million in the same quarter of the previous year. Maintenance fees were 108.7
million, compared to 102.9 million in the third quarter of fiscal 2004. Revenue
from professional services was 122.9 million, compared to 134.6 million in the
same quarter last year. I would now like to turn the call over to Peter. Pete?

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Peter Karmanos - Compuware Corporation - Chairman, CEO

Thanks, Lisa.

I'd like to begin by thanking Compuware employees around the world for
delivering a solid third quarter. I, along with the rest of the entire executive
management team, appreciate the hard work and commitment that led to these
numbers. I just want to backtrack for a second on our, on this conference call
because I think it's significant that things have turned around as much as they
have and I'd like to give some background for it. We went public in December of
1992. We had 700 employees. We had about a quarter of a million dollars worth of
business for the previous fiscal year and I think they valued the company around
$600 million. Seven years later, and I'd like to think that they were this good,
but obviously something else was going on. Seven years later, we were 14,000
employees. We did $2.2 billion in sales, it had taken us 20 years to get to 250
million and then we did almost ten times that number seven years later. And we
had a market cap of about $16 billion. Now, obviously, and when you go back and
review the numbers, we grew by $1.1 billion in revenue over two fiscal years.
Fiscal year, really calendar year '99, calendar year 2000, which is phenomenal
growth and it's not realistic growth. And obviously people that would have
bought things from us in 2001 and 2002, 2003 and parts of 2004 had bought them
from us all in two years. So we got really six years worth of business in two
years. And we had gotten the market cap. Based on that, and even at that time it
wasn't as big a market cap as other companies had.

Anyways, we certainly have fallen back from those numbers, but I think we are--
and then couple that with the IBM's competition with us. Right that at that
point in time and all the stuff occurring with offshore in our services business
and having to take a long look at our service business. When you-- when we were
in the services business in '97, '98, '99, all people wanted to do were year
2000 conversions, which changed the nature of our business dramatically and took
us from being in a very high tech services environment to supplemental staffing,
which people were willing to pay whatever rates you wanted to charge, and it
really gave a toe hold to a lot of the Indian firms because they would still be
charging $20 an hour back then. We were charging 80 and then when year 2000
ended they were still there at 15 and we were there at 80 in a market that then
required half as many people. So we, we've gone through an awful lot, keeping
the business together, keeping it profitable and it's just an interesting
backdrop because now we're at 9,000 people, about 1. -- we think we'll finish
this year somewhere between $1.2 and 1.3 billion and we'll have a market cap
nowhere near the 16 billion. Anyways, but we think we're on real, real healthy
footing and we think all of that is out of the business, especially the revenue
expectations and we can grow a business 5-10%, maybe 15% in better economies
going forward, which is a nice bunch of numbers on a billion dollar plus worth
of revenue, plus Covisint is going to add significantly to our solutions
business and, and with a very high profit margin. So anyways, let's get back to
the call. In terms of this fourth quarter, we expect our new license fees in the
coming quarter to be in the range of 100 to a 120 million. Our new license
numbers increased 22.7% year over year in the third quarter. Part of that result
was in, due to a large deal closing December rather than in January as we
expected.

Our ability to address our critical business problems across the application
lifecycle is resonating with our customers at a high level and certainly was
part of the reason why we closed this deal early rather than having it drag out
two or three quarters. Our IT governance solution remains another vital
component of our strategy, selling at this high level, including services and
maintenance, IT government, governance by Changepoint generated record results
for this quarter. As most of you know, Gerry Smith announced his resignation
from Compuware. Jerry was the founder and the CEO of Changepoint. Upon Jerry's
departure, we had a town hall meeting with all the remaining Toronto employees
to insure a smooth transition as we begin to closely integrate our resources.
We're committed to supporting both the revenue growth of the product line and
the professional development of Changepoint employees, completing this
integration will allow Compuware to most effectively achieve both of these
goals. We're continuing to receive record number of governance, RFP's, and by
the way, Jerry's departure was extremely amicable. There were bright spots in
our distributed product license fees and I am focused on supporting our sales
team and generating more consistent results in this area. We recently unveiled
new versions of our Java application development testing and service management
products. These releases provide solutions across the application lifecycle to
help companies rapidly

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deliver and effectively manage applications on all major Java plat forms.
Through the development and marketing of solutions such as these, which address
multiple business problems in an integrated fashion, we're arming our sales
force to effectively sell its distributed solutions at a higher level. Tommi and
I will also be working hard to insure that our sales teams are structured
appropriately to sell at this level.

For our coming fourth quarter, we expect our maintenance revenue in a range of
$108 to a 112 million, as I have said on previous calls this is one of the more
important numbers for our company and it represents an annuity off of which we
base all the investments we make in our products in the company going forward.
These fees increased by .06% year over year in the third quarter. As a result it
confirms the value that our customers find in our software. Let me also say that
our maintenance base will be approaching $450 million for fiscal year and if
that base is growing at 5%, it's far more valuable than if it was declining at
5% or staying even. In the billions of dollars range. Our-- just for those folks
that like to figure that stuff out. We continue to do a much better job of
insuring our customer, insuring that our customers understand the productivity
and reduced expenses to their businesses. What that means is we deliver value
with our products and our customers buy into it. Compuware's loyal customer base
represents key assets that will support our ability to sell at the highest
levels. Our customers know us and now they know, again, the value we provide.
For the fourth quarter, I expect that our service business will actually start
to grow. We've done a lot of work in cutting back all the supplemental
staffing-type business we had. We also cut back any subcontracting relationships
where we showed a lot of revenue and very little, if any, margin, and we are out
there supporting our products in doing high level programming and other
technical services for our customers. We think it's going grow, we think the
revenue's going to get to be between $125- and 130 million in the coming quarter
and we think for the coming year you'll see a sequential growth every quarter.
We generated 123 million in revenue in the third quarter from our services
business and we did it at a 14% margin. Those other numbers that you saw for the
last two years, you know that, were much bigger numbers, had either no margin or
very little margin in them, so we're actually starting to make money in our
services business again. We think both the revenue and the margin will continue
to grow going forward.

As we've discussed repeatedly, we have shifted these services to focus on high
value, high margin work. We have the people that can do that kind of work and
they don't like working on the mundane stuff any more than we like trying to
compete with good people on that kind of work. We think that we are very, very
good at the high value work. This means that we are generating bigger profits,
as I've said, on less revenue and less expense. This is a strategy that we'll
continue to follow because we're one of the few companies capable of providing
our customers with this level of technical expertise, and we're one of the few
companies that has products that we can also support with our own professional
services people. [INAUDIBLE] to target supplemental staffing then we can deliver
and bill for the kind of services we're able to provide. Overall, we expect
earnings in the range of 12 to18 cents for the fourth quarter, which means we
expect obviously to exceed the high end of the 18 to 24 cents guidance we
originally provided for the year. Now, I can't resist doing this. I've always
said I shouldn't, but I just can't resist it. I do remember very distinctly at
the start of this fiscal year saying that our first and second quarters would be
not good and that we would make it up in the third and fourth quarter.
Obviously, the last shoe has yet to drop, but we think our fourth quarter is
going to be very, very good, at least as good as this quarter. All right, which
means that we're going to exceed the $.18 to $.24 guidance. While our planning
process isn't complete enough to offer firm guidance for fiscal year 2006, the
number of trends suggest a good year ahead. We will one way or the other have
our case with IBM behind us. At the very least, I expect this will result in at
least $20 to 40 million less in annual legal fees.

Additionally I expect resolution of this case increase our capability to hold
firm on its pricing, which will result in reduced discounting. Covisint and
Changepoint will both be contributing to our bottom line. We will continue to
hold the line on expenses and keep a really close watch on expenses for the
coming fiscal year. We think that we can find some additional savings. We will
provide more detail on the upcoming fiscal year in our fourth quarter and year
end conference call. Tommi?

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Tommi White - Compuware Corporation - COO

In the third quarter Compuware experienced strong sequential growth across
product lines, resulting in total license growth of 51% sequentially and 23%
year over year. In addition, our services business continues to improve, evident
by a 14% contribution margin for the quarter, up 4% sequentially and more than
6% year over year. For the quarter, distributed products license revenue grew
37% sequentially, Uniface and Optimal saw 54% growth and Vantage, 51% growth.
Our IT governance solutions, Changepoint, continues to make solid traction as a
growing number of CIO's look for ways to more effectively and efficiently run
their operations. We expect this [INAUDIBLE] to continue as we more fully
integrate Changepoint with other Compuware offerings to provide he most
comprehensive application lifecycle solution available in the market. As Pete
mentioned, we are receiving and responding to a large number of IT governance
RFPs. We continue to compete and win against Mercury and Neeque (phonetic) in
the governance space. Today's announcement by Mercury that they are offering
massive discounts on their governance solutions to Compuware IT governance users
is a desperate attempt to try to win back deals they have lost. This is a
typical strategy for Mercury. They can't compete on value, so they compete on
price. We've seen it and beat it in the testing market. We are winning because
Compuware IT governance by Changepoint help CIOs run IT business, IT like a
business. It provides executive management with a complete picture of the
performance of technology

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investment, enabling more effective governance, improved decision making and
effective management of IT value and [INAUDIBLE] The increasing integration of
our governance solution with Compuware products for the complete application
lifecycle takes Changepoint to a level of business value that Mercury can't
touch.

Compuware will continue to build on that competitive advantage by enhancing and
expanding this solution for both existing and new customers. We are also excited
about our development family of products, particularly Uniface and -- Uniface,
the lone remaining four G off the market is continuing to maintain its market
presence and gaining sales with customers and [INAUDIBLE] who continue to
utilize its features for scalability and functionality in application
development. Uniface is part of Compuware's portfolio of market leading
development solutions for building, renewing and integrating the largest and
most complex enterprise application. In December, Compuware held its-- Compuware
Uniface 2004 conference in Amsterdam where we demonstrated the new capabilities
of Uniface JTI, which helped eliminate the cost of rewriting and even
rearchitecting existing applications for the web. The event was a resounding
success. As for OptimalJ, we continue to gain momentum with large systems
integrators as more IT organizations look to adopt OptimalJ to quickly and cost
effectively develop Java applications. Our [INAUDIBLE] partner product line
which is one of our smaller product families, grew approximately 6%
sequentially, but was down nearly 40% year over year and competition from
Microsoft is putting pressure on that business. We believe, however, that two
recently announced new desk partner products, Security Checker and Fault
Simulator, will help drive growth in the product line. Sales of those two
products are executed both directly and through sales. Security has quickly
become a major concern for CIOs and proper security must begin during
applications development. Security Checker is a powerful security analysis tool
that enables developers to quickly locate, fix security vulnerabilities in
ASP.net applications. Security checker uses three distinct modes of analysis to
provide the developer with a depth analysis unmatched in the industry. Fault
Stimulator is a unique development and quality assurance tool that uses false
simulation to emulate real world application errors by allowing developers and
testers to work in a predictable repeatable environment, to proactively analyze
and debug error application handling codes. Fault Simulator helps create and
improve end user experience and eliminates the potential loss of revenue that
comes with unplanned application downtime. In the quality space, QA center
continues to gain market share, growing 16% sequentially and 18% year over year.
We are competing aggressively against Mercury. Additionally, interest continues
to grow in [INAUDIBLE] and the pipeline is strong. IT organizations are coming
to realize the imperative to deliver quality applications to the business. They
are also beginning to understand that a solution comprises trained specialists
in proven methodologies and industry-leading technology is the best approach to
insuring quality. Power is the only solution in the industry that offers this
kind of comprehensive approach to application quality.

Compuware is the QA vendor of choice because we offer a full compliment of
application quality solutions regardless of where the customer is along the
quality assurance continuum. Vantage, Compuware's application and performance
management solution, continues to be our best selling distributed product line.
With its ability to be sold as a stand alone product as an enterprise solution
and together with Unique performance management services offerings, Vantage is
our cornerstone product for growth potential in the distributed space. Vantage
is smashing Mercury Topaz. We don't even see them in deals anymore. We achieved
encouraging prerelease sales of Vantage analyzer. The solution wasn't officially
available in the direct sales force until January. Vantage analyzer is a product
we acquired as a part of the Desk 3 acquisition, now part of the Vantage product
family, significantly enhancing and extends to Compuware's end to end analysis
for J2EE application servers, allowing enterprises to deliver excellent
transaction centric service for their business critical J2EE application. As you
can see from the numbers, our main frame products did exceptionally well for the
quarter, posting 58% growth sequentially and 35% growth year over year. We
attribute much of this success to the fact that the Y2K hangover finally appears
to be wearing off. IT organizations have apparently finally begun utilizing the
extra capacity they've purchased. We saw the strongest growth in our flagship
main frame products as part of capacity deals, which included .Abend-AID. which
grew 103% sequentially and 76% year over year, File Aid, which grew 71%
sequentially and 53% year over year and Xxpediter, which grew 43% sequentially
and 25% year over year. The services business also did very well in the quarter,
particularly from a profitability standpoint. For the first time in several
quarters, we reached a double-digit services contribution margin by implementing
our strategy to eliminate low margin revenue, stabilizing the place head count
and concentrating on project and product related services. Our improved
assignment utilization and our focus on higher value, higher margin business
have both contributed to the improved services margin.

Going forward, we will focus on growing the space of high margin business
through solutions offerings, like CARS that help drive profitable long-term
assignments while delivering value from our products to the clients. Going into
the fourth quarter and beyond, we will continue to focus on selling solutions
that solve will business problems and offer measurable ROI. One of the
challenges facing today's CIO's is reducing the complexity of managing their
operations. One of the ways to reduce this complexity is by working with fewer
vendors. Compuware offers a unique combination of product and services solutions
in areas like quality assurance, performance management, governance, legacy
modernization and along with partners like SAP, addresses the most critical
issues of today's complex IT enterprise. CIO's are looking for IT partners that
can provide broad solutions across the entire application lifecycle. Compuware
with comprehensive solution that span the application lifecycle, strategic
integration

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between product and the broadest platform support in the industry is in a
perfect position to be that IT partner. Hank?

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Hank Jallos - Compuware Corporation - Executive VP

Thanks, Tommi.

We continue to be encouraged by our maintenance revenue, which has grown both
year over year and sequentially. This maintenance revenue growth is important
because it shows that despite our very competitive environment, our customers
realize the value they receive from our main frame solutions and continue to
renew their commitment to Compuware. In the quarter, maintenance grew 5.6% over
last year, with the renewal rates in excess of 92%. I would also like to make a
few brief comments on our global channels organization. In the third quarter,
34% of our distributed new license sales came from the channels, which include
consulting partners, as well as other ISPs. During the quarter, 123 partners
represented more than 200 individual transactions. We continue to work with a
number of partners on adopting our solutions for their area of expertise. In
particular, Capsogeti (phonetic) has begun offering our CARS quality offering
with their standard methodology. A few of the large SIs, systems integrators,
have ao agreed to work with us in the marketplace surrounding our IT governance
solution, our overall quality management solution and Optimal J. In particular,
Capsogeti (phonetic) has begun offering our CARS quality offering with their
standard methodology. A few of the large SIs,systems integrators, have also
agreed to work with us in the marketplace surrounding our IT governance
solution, our overall quality management solution and OptimalJ. Interest in our
solutions by the partner community continues to grow. Thank you, and now I'd
like to turn the call over to Bob.

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Bob Paul - Compuware Corporation - CEO Covisint

Thanks, Hank.

Covisint continues this quarter to expand its penetration in the automotive
industry with our integrated services platform. Some indicators of our success
over the past nine months include 8500 new trading partners for our Covisint
connection messaging service, a new service we launched in March of 2004. We
also gained 65,000 additional Portal users, a figure that is up 39% from this
time last year. These numbers, along with a strong sales pipeline have increased
my expectation for Covisint's performance over the last year. Covisint will grow
on target now, 84% in fiscal year '05 over the prior fiscal year. We continue to
expand a nice roster of customers and industries. In the third quarter, Covisint
added capability to process U.S. customs fast program transactions and added the
support for financial transactions for existing customers. We have also received
contracts for 700 new automotive suppliers in Europe, expanding our footprint in
this very important market.

With this success our average time to close enterprise contracts has gone from
seven months at the beginning of the year to four months this past quarter. We
expect that in the fourth quarter and the fiscal year ahead, Covisint will
continue to expand its reach, both geographically and across other vertical
industries. We expect further expansion in both Europe and the in the Asia
Pacific market where we have now begun direct operations. This quarter we will
announce our entry into the healthcare and logistics markets, demonstrating the
capability of a solutions to deliver value across those industry segments.
Finally, we expect to increase the types of transactions Covisint is able to
process, including Homeland Security, radio frequency ID transactions, and
engineering document transactions. In short, our expectations for growth, growth
rate in fiscal year 2006 will be that of fiscal year 2005, based upon Covisint
delivering solutions for additional business transactions of existing customers,
for additional industry segments, and across new geographies. Tom?

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Tom Costello - Compuware Corporation - Senior VP, general counsel

Thank you, Bob.

Compuware's lawsuit seeking damages and a permanent injunction against IBM is
scheduled for trial on February 15th in federal district court in Detroit.
Compuware's claims against IBM include copyright infringement, theft of
Compuware trade secrets in violation of certain antitrust laws. Over the past
couple of months, senior management from Compuware and IBM have entered into
good faith negotiations to settle the case. While Compuware remains hopeful that
a settlement beneficial to both sides may be reached, the company is preparing
for trial with the expectation of proving its case before a jury. The continuing
deposition of witnesses and the ongoing production of documents in this case
have only reinforced our already strong position. Should we go to trial, we are
extremely confident that the merits of Compuware's case will prevail with the
jury. Laura?

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Laura Fournier - Compuware Corporation - CFO

Thanks, Tom.

The total cash and investment balance of December 31st of $736.8 million
reflects an increase from second quarter of $42 million, or 6.1%, and an
increase from the prior year of $77 million, or 11.7%. As you would expect that
these cash balances, cash flow from operations was very strong at $56.9 million
compared to $15.9 million for the second quarter, and $26.4 million for the
third quarter one year ago. For the fourth quarter we expect cash flow from
operations to be in excess of $120 million. Our current accounts receivable
balance is $431.7 million, up from the prior quarter's 409 million, and up
slightly from the prior year. Of this balance, the percentage of accounts that
have been due for more

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than 90 days remains at approximately 1% of total accounts receivable. The day
sales outstanding metric is at 117.5 days with current installment receivables
included, and 51.7 days without both current installments. In addition to
growing our total license revenue this quarter, we also grew our deferred
license fee balance. Total license fees deferred in the third quarter were
approximately $31.8 million. Prior period deferred license fees recognized this
quarter were approximately $16.2 million. Deferred licensees of December 31,
2004 were $118.7 million, $54.2 million of which are classified as current and
64.5 million were included in the long-term deferred license fee balance. One
item to note with respect to our balance sheet this quarter is capitalized
software. The net balance increased 14.8% from the prior quarter and 26% from
the prior year. This is a result of two things. First, as we reported last fall,
we purchased certain technology that compliments or vantage product line.
Approximately $2.6 million of the purchase price was recorded as purchase
software and will be amortized over five years. Secondly, capitalization of our
internal research and development costs during the third quarter totaled $8.7
million, or 20.5% of total technology costs. Our capitalization rate normally
would range from 7 to 10%. This is entirely due to the timing of new product
releases. Numerous projects reached technological feasibility this quarter. Some
of these projects became available for general release towards the end of the
third quarter. Other projects will be available for general release during the
fourth quarter. Looking ahead, the capitalization rate in the fourth quarter is
expected to be lower than normal, probably in the 6% range. Lisa?

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Lisa Elkin - Compuware Corporation - VP

Thank you very much, Laura. Ladies and gentlemen, we will now be happy to take
your questions.

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Operator

Thank you. At this time, we'll begin the question and answer session. As a
reminder that is star-one if you would like to ask a question and star-two to
withdraw the question. Our first question comes from David Rudow with Piper
Jaffray. You may go ahead.

QUESTION AND ANSWER

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David Rudow - Piper Jaffray - Analyst

Nice job on the quarter, everybody.

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Laura Fournier - Compuware Corporation - CFO

Thank you.

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David Rudow - Piper Jaffray - Analyst

Pete, can you talk about the main frame business, kind of where you're seeing
the strength from? I believe Tommi mentioned you saw some capacity increases. Is
this something that will continue into the March quarter and beyond?

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Peter Karmanos - Compuware Corporation - Chairman, CEO

Boy, I hope so. But what I think, you know, I looked at-- I find myself in a
very strange position because when we had our executive meeting and we knew what
the results were it, showed like a 35% growth in main frame and I said, well,
how am I going explain this? Part of it, like I said, was because the hangover
from year 2000, which was an awful long one, appears to be over. The other thing
is that companies are putting more and more strategic applications on the main
frame. You know, they're learning when it use it, when not to use it, and we
always did one of the real hits that we took was that this capacity business
that we always did 80 million to 100 million a year really dive bombed for about
three or four years, and appears to be coming back. And if that's the case, we
ought to see some nice numbers around that, but my numbers that I gave you for
the fourth quarter and what I think we're going to be able to do going forward
discounts that from the previous levels still.

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David Rudow - Piper Jaffray - Analyst

Okay. Thank you. And then on the CARS site, how many deals did you close on CARS
and how's that business looking if you lookout to FY '06?

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Peter Karmanos - Compuware Corporation - Chairman, CEO

Well, CARS is a very important product. It's different than point products for
testing. We closed quite a few CARS deals, but they are all ratable and they
result in pretty large professional services contracts as well. We think
partners like Sogeti (phonetic) are going to be-- I think they had at 70 or 80
clients at their last seminar devoted exclusively to CARS. We think that our
partner

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revenue in the coming year could be over $100 million and most all that will be
CARS. But it moves along slowly. It's gaining momentum. It's gaining traction.
You know, the programmers want to use point products. That's the only place that
we compete with Mercury. Their comfortable with the products, even though our
products, we believe, naturally, have more functionality. It's harder to
displace them, but when it comes to quality, CARS really has no competition.

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David Rudow - Piper Jaffray - Analyst

And then on your comments on the service business will grow, did you mean they
will start to grow sequentially?

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Peter Karmanos - Compuware Corporation - Chairman, CEO

Yeah.

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David Rudow - Piper Jaffray - Analyst

Okay. On a sequential basis. Okay. Thank you very much.

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Peter Karmanos - Compuware Corporation - Chairman, CEO

You're welcome.

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Operator

Thank you. Once again, if you would like to ask a question, please press
star-one on your telephone. And to withdraw the question, you may press
star-two. Our next question comes from Kirk Materne with Banc of America. You
may go ahead.

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Kirk Materne - Banc of America - Analyst

Thanks very much, and congratulations on the quarter. Just maybe a different way
to ask the question on the main frame business, Pete, if you had-- did the Z
series refresh with IBM you think contribute at all to this quarter and I guess
the only question I ask is this a better level, base level to assume going
forward that it can grow from, or is there any concern, I guess, on your part
that maybe we have the spike over the next couple quarters as we get people
refreshing on the Z series, then it dies back down?

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Peter Karmanos - Compuware Corporation - Chairman, CEO

I don't think the Z series really helps. IBM announced like a 6% mix growth.

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Kirk Materne - Banc of America - Analyst

Right.

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Peter Karmanos - Compuware Corporation - Chairman, CEO

But we think that isn't real growth. We think it's a lot of Hitachi machinery
and those kinds of things being converted back over to IBM boxes, which will
effect their overall MIPS. We think it's a good base to look at. We think it's
normal, again. I mean, you know, we grew $1.1 billion, most of that in license
fees in '99 and 2000. We think, like I said, six years worth of buying went into
two years because they had a real date that nobody could avoid. And we think
that's over in the business now will normalize and go back to levels pre-1999,
which should be somewhere between 20 and 30 million a quarter, in those kind of
fees.

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Kirk Materne - Banc of America - Analyst

Okay. That's helpful. Second question's on sort of the Changepoint, IT
governance business. In terms of this quarter maybe over your previous quarters,
I guess how much success have you had selling that product maybe into your
install base of Compuware customers, and I guess as you look at your pipeline,
has there been a lot of success in terms of taking that product into, say, your
legacy base of customers?

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Peter Karmanos - Compuware Corporation - Chairman, CEO

Yeah, we, we haven't really-- what we did with Changepoint at the start, they
had plenty of momentum going. We didn't want to disturb that. They have a real
top notch technical team in Toronto that has integrated extremely well with our
technical group. We didn't want to screw around with their sales momentum at
that point in time and we had-- we wanted to get the integration between
basically CARS and Vantage done with Changepoint, so CIO can see how his, how
his shop is operating on a day by day basis through Changepoint and can tell the
status of all the projects they have in development by having CARS come through
Changepoint. Now that we've accomplished that and Jerry has decided he'd like to
move on, we are going to integrate Changepoint with the rest of our sales
organization and we'll have a chance to really go after our enterprise customers
and simultaneously be able to continue responding to the RFPs that they're
receiving from our non-traditional customers.

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Kirk Materne - Banc of America - Analyst

Is there any timeline by the, I guess in terms of when do you expect to get the
enterprise sales forcefully trained--

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Peter Karmanos - Compuware Corporation - Chairman, CEO

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Thomson StreetEvents streetevents@thomson.com 617.603.7900 www.streetevents.com 8
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We're working on that this quarter.

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Kirk Materne - Banc of America - Analyst

Okay, and final question, just in terms of some of the SIs, you mentioned that
you've been working with some of the larger SIs. Can you comment in terms of any
particular-- anyone in particular? Obviously Mercury makes a big deal about
their relationship with Excenture. Any ones of particular interest that maybe
you signed up this quarter?

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Peter Karmanos - Compuware Corporation - Chairman, CEO

Mercury should make a big diesel their opportunity with Excenture because
Excenture represents their products because they can see that since they don't
fully use the solutions, it provides a lot of services business for Excenture.
We're more interested in making sure our customers get value. Our relationship,
for example, with SAP is one that really provides value to the customers as they
try to put in new versions of SAP, and then we have done some, had some
significant business with one of the other consulting firms on Homeland Security
where they decide to use CARS and a few of our other products because it really
made sense for those kind of critical applications. So we, we were late in the
game of, of going after partners, going after SIs, but even as we do now, we
want to make sure that it's a significant part of their business and that
ultimately it helps them deliver higher levels of value to the customers because
we think that's the way to really move the business forward and sustain it.

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Kirk Materne - Banc of America - Analyst

Okay. Thanks very much. And just last question, any ballpark estimate you all
would have in terms of if the case does go to trial, how long it could last?

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Peter Karmanos - Compuware Corporation - Chairman, CEO

No. The judge has very specifically said that we have three weeks, they have
three weeks and it's going to be over in a month and a half.

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Kirk Materne - Banc of America - Analyst

Okay. Great. Thank you very much.

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Operator

Thank you. Ladies and gentlemen, we will now conclude the question and answer
portion of today's conference call. I'd like to turn the call back over to Ms.
Lisa Elkin.

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Lisa Elkin - Compuware Corporation - VP

At this time, ladies and gentlemen, we will adjourn this conference call. Thank
you very much for your time and interest in Compuware and we hope you have a
pleasant evening.

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Operator

That concludes our teleconference. Thank you, all, for attending and you may now
disconnect.

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