EXHIBIT 99.2

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  Thomson StreetEvents (SM)                               >  >  >
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  Conference Call Transcript

  CPWR - Q4 2007 Compuware Corporation Earnings Conference Call

  Event Date/Time: May. 15. 2007 / 5:00PM ET


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                                                                Final Transcript
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May.  15.  2007 /  5:00PM  ET,  CPWR - Q4 2007  Compuware  Corporation  Earnings
Conference Call
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CORPORATE PARTICIPANTS

Lisa Elkin
Compuware Corporation - VP, Corp. Comm., IR

Pete Karmanos
Compuware Corporation - Chairman, CEO

Hank Jallos
Compuware Corporation - President, COO, Products

Ken Baldwin
Compuware Corporation - Professional Services

Bob Paul
Compuware Corporation - President, COO, Covisant

Laura Fournier
Compuware Corporation - SVP, CFO

CONFERENCE CALL PARTICIPANTS

Kirk Materne
Banc of America Securities - Analyst

Aaron Schwartz
JPMorgan - Analyst

Kevin Buttigieg
A.G. Edwards - Analyst

PRESENTATION

Operator

Hello and welcome to the  Compuware  Corporation  fourth  quarter  earnings  and
year-end 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.

Lisa Elkin - Compuware Corporation - VP, Corp. Comm., IR

Thank you very much,  and good  afternoon,  ladies and  gentlemen.  With me this
afternoon are Peter Karmanos, Jr, Chairman and CEO; Laura Fournier,  Senior Vice
President and Chief Financial Officer; Hank Jallos, President an Chief Operating
Officer  of  Products;  Bob Paul,  President  and  Chief  Operating  Officer  of
Covisint; and Tom Costello, General Counsel and Secretary. Also joining us today
is  Vice  President  Ken  Baldwin  who  is  leading  our  Professional  Services
organization.

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 when considering  these factors when relying on
such forward-looking  information.  The Company does not undertake and expressly
disclaims  any  obligation  to update or 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'll  begin by  summarizing  the press
release,  Pete,  Laura,  Hank,  Ken, and Bob will then provide details about the
quarter and other Compuware business  activities.  We will then open the call to
your questions. Compuware earns $0.21 per share in Q4,


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May.  15.  2007 /  5:00PM  ET,  CPWR - Q4 2007  Compuware  Corporation  Earnings
Conference Call
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$0.45 per share in FY '07. Compuware increases EPS more than 20% year-over-year.
Fiscal Year total revenues  growth for the first time in seven years.  Compuware
Corporation  today announced final financial  results for its fourth quarter and
fiscal year ended March 31, 2007.  The Company also announced that the Compuware
Board of Directors has  authorized  management  to extend the Company's  10-B5-1
share  repurchase plan for three months to purchase up to 16 million  additional
shares of common stock.

During the fiscal year ended March 31, 2007,  revenues were $1.21  billion,  net
income was $159.2 million for fiscal 2007, up more than 11% from $143 million in
fiscal 2006.  Earnings per share diluted  computation were $0.45, an increase of
more than 21% from  $0.37 in  fiscal  2006.  Based  upon 351  million  and 387.6
million shares outstanding respectively.

During  fiscal  2007  software  license  fees were $283.4  million.  Maintenance
revenue was $457.6  million in fiscal  2007,  up from  $433.6  million in fiscal
2006. Professional services fees for fiscal year 2007 were $471.9 million.

Compuware  reports fourth  quarter net income of $68.6  million,  on revenues of
$313 million. Earnings per share diluted computation were $0.21 based upon 319.3
million shares outstanding. During the Company's fourth quarter software license
fees were  $73.2  million,  maintenance  fees were  $117.7  million  during  the
quarter,  and fourth  quarter  revenue  from  professional  services  was $122.1
million. I would now like to turn the call over to Pete.

Pete Karmanos  - Compuware Corporation - Chairman, CEO

Thanks,  Lisa.  Compuware  delivered  reasonable  fiscal  year  results for 2007
highlighted by more than 20% year-over-year  growth in EPS and by an increase in
total revenues,  our first revenue growth in seven years albeit miniscule.  With
powerful   performances   by  Compuware's   key  growth  drivers  like  Vantage,
Changepoint  and  Covisint  leading to overall  revenue  growth  fiscal year '07
represented  an important  inflection  point for the Company.  I like that word,
inflection  point,  Andy Grove used it in a speech once. I thought it was really
cool.

Moving forward from this year of improved revenues and increased  earnings,  the
key focus for Compuware in fiscal 2008 is to harness the Company's  momentum and
further strengthen  results.  To seize this opportunity in the year ahead I will
continue to lead the Company in implementing its comprehensive plans for driving
strong  operational  results,  meaning  growth,  and  aligning  costs  with  the
business,  meaning business  improvement and cost cuts. Through these efforts, I
expect Compuware to deliver  earnings of approximately  $0.60 to $0.70 per share
in  fiscal  '08.  I also  expect  Compuware  to  increase  overall  revenues  by
approximately  5 to 10%, which is pretty good in our industry these days.  We'll
improve  operational results by continuing to market and invest in the solutions
with the greatest  potential for growth.  The Company recently launched just the
other  day  its  IT  portfolio   management  and  business  service   management
initiatives,   which  I  expect  will  further  strengthen  the  already  robust
performance  of  Compuware  Changepoint  and  Vantage  in the  year  ahead.  The
Company's test factory,  application delivery management,  and enterprise legacy
management  initiatives  will also  drive  improved  sales in the year  ahead by
offering  Compuware  customers  greater  visibility into their IT operations and
more control over their IT resources.

Compuware  will also  maintain and hopefully  increase the  Company's  extremely
valuable mainframe customer base in fiscal '08. The mainframe remains a critical
platform in our  industry  and  continues  to render it as the  significant  and
lucrative  market for Compuware.  '08 will be an important year for  Compuware's
Professional  Services  organization.  In the year ahead, I expect the Company's
plans for services to yield increases in utilization  and billing rates,  making
the division once again an important contributor to Compuware's profits.

Finally, I expect Compuware Covisint to continue its unbelievable  growth in the
automotive, healthcare, and security markets. Taken together, these sale drivers
give me great  optimism  about the  Company's  capacity for growing  revenue.  I
expect our sales team to take advantage of these  drivers,  to win new customers
and to expand  relationships with existing  customers.  We will not have a sales
execution problem anywhere.  As the operation team propels these efforts forward
in the year ahead,  I will continue to lead the Company's  plan for aligning its
costs and investments  with market  conditions.  To this end, I've established a
team of  Compuware  employees  called the A-Z team,  who is dedicated to working
full time on increasing  the Company's  efficiency and on improving its business
processes.  Each one of the people in the A to Z team were hand  selected.  They
represent our brightest,  best people in this business, and it's going to report
directly  to me.  The team  will  expedite  the  transformation  of  Compuware's
business  and  ensure  that the  Company  and its  employers  and its  investors
prosper.

As an initial step in this effort,  Compuware has carefully  evaluated  expenses
across the organization.  We've already begun implementing a plan that will take
a minimum of $50 million in operating  expense out of the business by the end of
the fiscal year. Our long range goal will be to reduce expenses  between $150 to
$250 million over the next 2.5 to 3 years.  These  reductions will be across the
Company. Finally, Compuware will continue to buy back the Company's stock. We're
more anxious to buy it back as we improve our operating results.


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May.  15.  2007 /  5:00PM  ET,  CPWR - Q4 2007  Compuware  Corporation  Earnings
Conference Call
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Laura will  provide  you with more detail on the  buyback  later in the call.  I
expect  eventually to get the share count down to somewhere  between 200 million
and 220 million shares  outstanding.  I expect a signature year for Compuware in
fiscal '08, by focusing on where the return will be the greatest, Compuware will
deliver enhanced  operational results and that means we're going to grow, and by
managing the  Company's  costs,  that means we're going to cut costs,  Compuware
will improve its margins. Together these efforts will one, increase the value of
Compuware  stock for investors,  two,  strengthen the Company for its employees,
and three, increase the value we deliver to our customers. All shareholders, all
stakeholders will benefit greatly. Hank?

Hank Jallos  - Compuware Corporation - President, COO, Products

Thanks,  Pete. The fourth  quarter was  highlighted by another strong period for
distributed  license  fees,  which  grew  15.4%  for the  quarter.  Vantage  and
Changepoint continue to lead the way with year-over-year  growth, 16.2% to 64.8%
respectively.  On an annual basis,  Vantage  licenses  grew 26% and  Changepoint
increased 23%. With good reason, we remain extremely optimistic about the growth
prospects of our distributed solutions business heading into 2008.  Particularly
regarding our key growth  drivers as Pete  mentioned,  Vantage and  Changepoint.
This morning,  we announced  the  availability  of Vantage  Service  Manager,  a
business  service  management  solution  based  on our  Proxima  acquisition  in
January.  Proxima  brings us one of the finest BSM solutions in the industry and
our sales force is eager to begin  selling  the  solution to a large and what we
believe will be a very receptive  market.  As for Changepoint,  this year we are
delivering two major  releases of the solution,  one announced on May 1, and one
scheduled  for late June  announcement.  These  releases  increase the solutions
competitive position and shortened our customers time to value.

Regarding our mainframe  business as Pete discussed during our call earlier this
month,  there  are  more to  this  story  than  meets  the  eye.  Again,  as our
transactions  become more  complex and more of our deals go ratable,  we believe
our investors  should  evaluate  total product  sales  activity  instead of only
license  revenue for a given  period to truly gauge the health of the  business.
The large  financial  services deal Pete  highlighted  on the April 18 call is a
perfect example of why a more inclusive metric is needed. That transaction which
was signed in Q4 is worth $16 million over a five year period;  however,  due to
revenue  recognition  rules,  we were unable to recognize the single cent of the
deal in the fourth quarter; obviously,  negatively impacting the license revenue
number we  reported.  This kind of  situation  is becoming  the norm and not the
exception.  As we noted during the April 18 call, the Company did  approximately
225 million of total product  commitments in the fourth quarter.  Going forward,
we will provide you on a quarterly basis a total product sales activity  figure,
so you can get a more comprehensive view of our products performance.

To briefly  reiterate,  the total product sales figure contains all the business
closed during the period  whether booked as license fees,  maintenance  revenue,
deferred license fees, and deferred maintenance.  Of the total commitment amount
of 225  million  in Q4,  more than 60% was  related  to  mainframe.  In terms of
mainframe  license  results,  there is also the capacity issue to consider.  For
example, as we've previously  discussed,  capacity remains,  and always will be,
virtually impossible to forecast. In fiscal year 2007, almost our entire decline
in mainframe license revenue can be attributed to a shortfall in capacity. These
overall fluctuations and capacity continue to make our mainframe business lumpy.

Looking  forward,  our goal  remains to grow this  business.  We are  focused on
defending and sustaining our mainframe  position and the maintenance  base. With
that said, however,  the potential remains,  due to the quality and value of our
solutions,  to  experience  growth,  even if slight,  in this  business.  We see
healthy demand in the  marketplace for our mainframe  solutions,  especially for
quality, data privacy, application auditing, and performance management.

Now I would like to conclude with a brief update on our partner program.

During the quarter,  partners contributed or influenced approximately 41% of the
total distributed revenue with 179 partners having at least one transaction. For
fiscal  year  2007 in  total,  partners  contributed  or  influenced  37% of our
distributed  revenue  compared  with 32% last year.  During the  quarter we also
announced that one of our valued partners,  LogicaCMG,  which is a 40,000 person
European  based  services  provider,  developed a QA solution  that combines the
risks and requirement  management based testing  methodology with Compuware's QA
solutions.

During the current  quarter  Compuware will hold its third annual partner summit
here at our  headquarters  in Detroit  June 5 to June 7. At the  event,  several
hundred partners will learn about Compuware's  strategic direction and about our
new Vantage  service manager  solution.  Additionally  they will  participate in
various  workshops  and will hear  success  stories  from a variety of Compuware
partners. I would now like to turn the call over to Ken. Ken?


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May.  15.  2007 /  5:00PM  ET,  CPWR - Q4 2007  Compuware  Corporation  Earnings
Conference Call
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Ken Baldwin - Compuware Corporation - Professional Services

Thanks,  Hank.  I would  like to start off by  saying  that I'm  really  looking
forward  to the  opportunity  to lead  Compuware  Services  unit  and  that  I'm
convinced  the  organization  has a bright  future.  In  fiscal  year  2007,  we
experienced  revenue  growth in many of our branch  locations.  For fiscal  year
2008,  we believe  we could see  upwards  to 5% growth in  aggregate  across the
business unit. This growth projection is based on three primary  factors--First,
we currently enjoy a healthy pipeline of qualified opportunities. In fact, we've
seen a notable increase in our overall  opportunities  over the past ten months.
An increasing number of these opportunities are of the significant variety.

Secondly,  our enterprise  legacy  management  solution which is being very well
received in the marketplace holds tremendous promise. We are already seeing some
significant  early  interest in this solution as more and more IT  organizations
look to maximize  the value of the  investments  they have made in their  legacy
systems. And thirdly, through additional training,  corporate support, and sales
automation,  we are making  considerable  progress towards improving our overall
sales  capabilities.  Services  revenue  growth  is,  however,  only part of the
equation. Margin expansion is of equal or even greater immediate importance. Our
long term goal is to achieve a 15% operating margin in our services business, in
part by improving  utilization  and billing rates.  Our strong  pipeline and our
focus on improving  sales  efficiency  will support us in our efforts to improve
utilization and rates.  Simultaneously,  Compuware's tremendous high value, high
margin solutions such as CARS,  enterprise legacy management,  and data privacy,
among others, will drive the margin in the right direction.  Finally, to further
support our growth and margin expansion objectives, we have redesigned our sales
compensation  plans to provide stronger  incentives for growing the business and
more specifically, for improving our margins. Bob?

Bob Paul - Compuware Corporation - President, COO, Covisant

Thanks,  Ken.  Compuware  Covisint continues to show solid growth by forging new
customers  in  three  major  lines  of  business--automotive,   healthcare,  and
security.  The automotive  operation  continues to contribute  positively to the
bottom  line as Covisint  invests in the  healthcare  and  security  markets.  A
variety  of  contract  wins in Q4  demonstrate  our  progress  in each of  these
verticals.  We signed new long term contracts with automotive  companies such as
Volkswagen  of  America  and  Takada.  We also  expanded  the scope of  existing
contracts with Johnson  Controls and General Motors.  In the healthcare arena we
landed  business such as a national  contract with Cigna,  a statewide  contract
with the State of Michigan Medicaid program, and completed an agreement with the
State of Minnesota's e-health initiative.  In Covisint's newly launched security
initiative  our work with the Federal  Government  continues to go very well. We
also expanded our security footprint with some innovative solutions at GMAC.

As Covisint  continues to grow through  customer  wins such as these,  Compuware
will  leverage one of the most  powerful  attributes  of the  Covisint  business
model: the ability of our contribution  margin to grow at a faster rate than top
line  revenues.  This is due to our software as a service  model,  through which
Covisint hosts an instance of our collaboration  platform allowing  customers to
pay  subscription  fees for the use of the service.  Most of our  infrastructure
costs  occurred   during  the  ramp  up  phase  of  these  new  vertical  market
initiatives.  As we add new customer accounts,  therefore,  top line revenue can
grow without a proportional growth in costs.

You'll be able to track our progress more closely in the fiscal year ahead as we
will  provide more detail on Covisint  Financials.  For fiscal year '07 Covisint
increased  its revenue by 65%. In the fourth  quarter,  Covisint  increased  its
revenue by 105%  compared to the same  quarter  last year.  For fiscal  2008,  I
expect Covisint again to deliver dramatic  year-over-year  growth of around 65%.
This growth rate means revenues will be in the mid to low $50 million range with
an expected $7 million contribution to the bottom line.

In order to achieve that revenue in 2007, we booked  contracts  valued in excess
of $46  million;  to achieve our targets for fiscal year '08 I expect to achieve
more than $85 million in new  contract  bookings.  The Covisint  sales  pipeline
looks strong and I remain really  optimistic  about our prospects for the coming
year. Laura?

Laura Fournier  - Compuware Corporation - SVP, CFO

Thanks,  Bob.  Compuware  Management  team takes  great  encouragement  from the
Company's overall results in fiscal '07. In terms of the bottom line,  Compuware
produced its third consecutive year of EPS growth.  EPS came in at $0.21 for the
fourth  quarter  and $0.45  for the  fiscal  year,  both  significant  increases
compared to the same period last year.  Please note that we  increased in EPS to
$0.45  from our April 18  preliminary  announcement  of $0.42,  stemming  from a
larger than  expected  reduction  in the income tax  reserves  announced at that
time.

One note  regarding  the  Company's  effective  tax rate for fiscal 2008. We now
expect that rate to be closer to 35% due to several factors including changes to
the U.S. Tax law that  decreased the benefits  related to foreign  operations as
well as the  expiration of the R&D tax credit in December.  The  Company's  cash
flow remained strong in fiscal '07 at more than $200 million. I expect Compuware
to again generate operating cash flow north of 200 million for fiscal year 2008,
with some  potential  upside based on the timing of the  Company's  cost cutting
measures.  Compuware's


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May.  15.  2007 /  5:00PM  ET,  CPWR - Q4 2007  Compuware  Corporation  Earnings
Conference Call
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cash and investments  totaled  approximately  $439.1 million as of March 31. The
reduction  in cash and  investments  continues  to be  driven  by the  Company's
aggressive stock buyback program.

During the fourth quarter,  Compuware purchased 30.5 million shares of Compuware
stock for  approximately  $278.7  million.  During the entire year of fiscal '07
Compuware  purchased  approximately  82.3 million shares of Compuware  stock for
approximately  $683.9  million.  The Company will continue to repurchase  shares
moving forward into fiscal '08 under its remaining authorization of $100 million
for the discretionary  buyback and additionally the Compuware Board of Directors
has authorized management to extend the Company's 10-B 5-1 share repurchase plan
for three  months to purchase  up to 16 million  additional  shares.  If we need
additional  authorization we'll go back to the Board for that at the end of that
quarter.

In terms of fiscal '08 guidance  Compuware expects to deliver a minimum of $0.60
in EPS for the year as Pete  said.  In the  fiscal  year  ahead  Compuware  will
continue implementing its cost cutting measures in the first and second quarters
with the majority of the savings  beginning to hit the bottom line in Q3 and Q4.
We therefore  expect modest Q1 and Q2 results with greater  leverage in the last
half of the  fiscal  year.  Due to the  size of some of the  cost  savings,  the
Company is evaluating  the  possibility  of a  restructuring  charge and we will
provide more  information on the size and nature of that charge,  if any, in the
coming months. The entire management team feels good about the results Compuware
and its employees  delivered in fiscal year 2007. We also  appreciate that these
results  represent a great  opportunity to move the Company forward with greater
momentum in fiscal 2008. I will now turn the call over to Lisa.

Lisa Elkin - Compuware Corporation - VP, Corp. Comm., IR

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

QUESTION AND ANSWER

Operator

Thank  you.  (OPERATOR  INSTRUCTIONS)  And our first  question  comes  from Kirk
Materne of Banc of America Securities. Please go ahead.

Kirk Materne - Banc of America Securities - Analyst

Yes,  thanks very much.  Pete or Laura,  I guess could one of you just give me a
little bit more  specifics  around the $50 million in cost  reductions?  I guess
where are you,  what are you targeting  exactly,  maybe what lines on the income
statement should we see be most positively  impacted by these cuts,  recognizing
they are going to be a little bit more back end loaded?

Pete Karmanos - Compuware Corporation - Chairman, CEO

 Like I said in my talk,  Kirk,  they are going to be all over the Company,  and
I'd really rather not at this point in time say exactly where certain things are
going to  happen.  Not  because  we're  afraid to but I just  don't want to make
people nervous  because  everybody  thinks  immediately  that it's going to come
through cutting people and that's not the case. There's plenty of room for us to
do business  improvement.  Forget about doing  certain  things  we're  currently
doing,  stopping  investment  in our,  some of the  huge  investment  we made in
distributed  products and reaping the benefits of the value we have created,  so
it's a little scary to sit down and say, well, we're going to have this here and
that there.  That's what the A to Z team's job is and hopefully as the year goes
on we can be very  detailed  about  exactly  where we saved the money and keep a
scorecard  for  everybody  concerned on what we've done  year-to-date,  where we
think we're  going;  but that team has just  really  started and I don't want to
make exact predictions for them.

Kirk Materne  - Banc of America Securities - Analyst

Maybe I'll turn to more of the projection for growth then. I guess, Pete, you're
looking for 5 to 10% growth top line.  What's your  assumption  in terms of what
goes on in the mainframe side of the business within that kind of projection?  I
assume that you're  expecting  distributed  products to continue  their  growth.
What's sort of your thought process around mainframe and why?


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May.  15.  2007 /  5:00PM  ET,  CPWR - Q4 2007  Compuware  Corporation  Earnings
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Pete Karmanos  - Compuware Corporation - Chairman, CEO

Well,  we think  there's  going  to be  slight  growth,  mainly  because  of our
solutions  business,  data  privacy,  and those kind of things.  The other thing
that's going on is that for years,  we had a huge growth in  outsourcing,  which
resulted in consolidation of a lot of things,  and it's sort of like the blossom
is off the rose in that  business.  The business first of all is not growing and
customers are pitting  outsourcers  against each other for the lowest and lowest
prices, and they are getting smarter about who makes software decisions,  and so
we think that we will see some slight growth in that marketplace.

Kirk Materne - Banc of America Securities - Analyst

Okay,  and just a final  question  for me. I think  you  mentioned  that  you're
looking for the op margin contribution on the services business to start to move
towards 15%. I assume that was operating margin, that wasn't gross margin?

Pete Karmanos - Compuware Corporation - Chairman, CEO

Right.

Kirk Materne  - Banc of America Securities - Analyst

I guess can you give us an idea  where  operating  margin for that  business  is
today  and  maybe  just a little  bit more  specifics  on how you  expect to get
billing  rates up and sort of this  kind of  environment?  Why do you feel  like
there's some leverage at least on that side of the coin?

Pete Karmanos  - Compuware Corporation - Chairman, CEO

Let me answer the  question  and maybe  coming from a different  direction,  all
right?  Our biggest  customer last year lost $12 billion and we've gone from 150
million in billing  to that  customer  annually  to  somewhere  between 40 to 50
million.  Our next largest customer lost $7 billion last year, and we think that
that  business is going to go from about 40 million in billing to North of 60 or
70 million. So if we just sat and didn't do a heck of a lot, things have been so
bad that we're going to be better by  comparison.  We believe  that we will have
extremely  strong growth at one of the automotive  companies.  We've worked very
hard on that. We think that our people finally understand the difference between
supplemental  staffing and running a technology  business and that we have a lot
of value-added  work that we're bidding on that helps us increase the margins we
have,  a lot  of  projects  that  we're  bidding  that  will  help  us  increase
utilization.  So we  have a lot of  things  that  in the  past  have  been  very
negative, now have flip-flopped and are positive things pointing us forward.

Kirk Materne  - Banc of America Securities - Analyst

Okay, that's helpful. I'll turn it over to someone else for now. Thanks.

Operator

Thank you. Our next question  comes from Aaron  Schwartz of JPMorgan.  Please go
ahead.

Aaron Schwartz  - JPMorgan - Analyst

Good afternoon.  I had a follow-on question to some of your growth targets and I
was  wondering if you could help me out with  whether  you've  changed  anything
operationally  at your sales  kickoff  with  incentives  on new  license  versus
renewals or any change in pricing that helps you get to those targets?


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May.  15.  2007 /  5:00PM  ET,  CPWR - Q4 2007  Compuware  Corporation  Earnings
Conference Call
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Pete Karmanos  - Compuware Corporation - Chairman, CEO

Well,  one  thing  we  figured  out,  part of the  hangover  that's  been a long
hangover,  since the year 2000 and dot com thing was that we were  forced into a
situation  of paying  higher  and  higher  salaries  and  getting  less and less
leverage from our sales force when they sold something.  We are going to reverse
that 180  degrees,  and they are going to make less and less salary and more and
more when they sell something,  and I think our entire industry now is poised to
go back to a more  realistic  sales  compensation  plan.  Does that  answer your
question?

Aaron Schwartz  - JPMorgan - Analyst

Yes. And the last part was just any views on pricing going forward?

Pete Karmanos  - Compuware Corporation - Chairman, CEO

We're going to raise all of our prices  significantly  over the year  because we
delivered  tremendous value with our distributed products and even our mainframe
products,  and we feel that the  marketplace  will allow us to do that for quite
some time until they finally say, oh, geez,  you're  cutting in on our return on
investment.

Aaron Schwartz  - JPMorgan - Analyst

Okay.  And then given your comments in the prior call and I'm just  wondering if
you could  help us out with some of your  assumptions  for  deferral  rates just
given that you talked about some of the mainframe, recognized on a ratable basis
now. Do you have higher  deferral  rates in your  assumption for your plan going
forward or how do you sort of manage that when you talk to the Street?

Pete Karmanos  - Compuware Corporation - Chairman, CEO

Well,  we have built in all those -- the only thing we can't predict to a gnat's
eye is the  capacity  stuff,  but we have built in lower growth rates due to the
transition  from  perpetual  licenses and recording all the revenue at once to a
more subscription or ratable situation.

Aaron Schwartz  - JPMorgan - Analyst

Okay.  And then given your  comments  around some of the costs come off a little
more  aggressively  in the  back  half of the year how do you  think  about  the
linearity  with  revenue  and then a  follow-on  to that  question is how do you
manage the  potential  distractions  in the front half of the year as people are
waiting to see that plan unfold?

Pete Karmanos  - Compuware Corporation - Chairman, CEO

We manage the  distraction  by having a very very  confident team of people that
will be helping people with expectations  along with getting all the information
they need to get about our different  business  processes,  and that's about the
only  way  you  can do it.  Everybody  in  this  company  understands  that  our
shareholders  and our Board will  demand  stronger  operating  results  from the
Company and there's  more than enough  equity money out there to take care of it
if we should  refuse to do it. So it's sort of like would you  rather  have your
management  team and you  folks  participate  in this or  would  you like to get
bought out as Chrysler did and let somebody else, let them decide how to run the
business more efficiently?

Aaron Schwartz  - JPMorgan - Analyst

Understood,  and one last  question if I could.  With regards to your outlook on
the buybacks,  will you look to continue to finance that from your balance sheet
or would you look to some other alternatives there?

Pete Karmanos  - Compuware Corporation - Chairman, CEO

Oh,  we're going to use  whatever  cash we have,  and then we're going to borrow
money,  all right?  And we still have to make a  decision  about  whether or not
we're going to mortgage the building.  We paid cash for the building so we could
get anywhere from 200 to $400 million in


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addition from the building,  so we'll go into debt as much as $300 million, if I
had my druthers,  we would get another $300 million  mortgage and we'd just keep
buying stock.

Aaron Schwartz  - JPMorgan - Analyst

Okay. Thanks for taking my questions.

Pete Karmanos  - Compuware Corporation - Chairman, CEO

You're welcome.

Operator

Thank you. Our next question comes from Kevin Buttigieg of A.G. Edwards.  Please
go ahead.

Kevin Buttigieg  - A.G. Edwards - Analyst

Thank you. Just on the share buyback  activity,  could you remind me again where
you are in terms of the discretionary  program and then the old 10-B-5 plan what
you have left under those plans.  And what time frame does the new 10-B 5-1 plan
run? I would assume that might run from July 1, through September 30?

Laura Fournier  - Compuware Corporation - SVP, CFO

That's right.  Right now, under the  discretionary  program,  we have about $100
million  remaining,  so we'll be able to start using that again, once the window
opens and under the 10-B-5  program,  we have about 13 million shares  remaining
under the first  program,  but that was what we said it was  extended  for three
months through  September and an additional 15 million shares was authorized for
that. As we go through this and do our evaluations, we do plan to go back to the
Board for additional authorization.

Kevin Buttigieg  - A.G. Edwards - Analyst

Okay.  Does  the 13  million  program,  or  the  new 16  million  program  begin
exclusively July 1, or will these two programs run concurrently?

Laura Fournier  - Compuware Corporation - SVP, CFO

No, it will begin July 1.

Kevin Buttigieg  - A.G. Edwards - Analyst

Okay so you'll do the 13 and then do the 16?

Laura Fournier  - Compuware Corporation - SVP, CFO

Right.

Kevin Buttigieg  - A.G. Edwards - Analyst

And then  question for you,  Peter.  Obviously  you did the large share  buyback
several years ago and then hadn't  purchased the stock for several years and now
there's the significant ramp up in buyback  activity.  Could you talk about your
thought process and the change there?


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Pete Karmanos  - Compuware Corporation - Chairman, CEO

Well, you remember that first buyback?

Kevin Buttigieg  - A.G. Edwards - Analyst

I do, yes.

Pete Karmanos  - Compuware Corporation - Chairman, CEO

Yes, it was ridiculous.  And we effectively  wasted, I think, not wasted, we did
buyback the shares,  but it was like $1 billion worth,  all right? And it was in
2001,  2002,  something  like that,  maybe a little bit before that,  okay?  And
everything  was looking rosy in our business and we're all going to grow 20, 30%
into the future,  blah blah blah blah blah.  That wasn't the right reason to buy
back stock.  We probably  should have used that money to expand the  business or
buy new businesses, but we didn't.

Today,  the technology  industry is not a growth  industry.  Certainly not 20% a
year,  30% a year  growth  industry.  Really  the best  thing you can do in that
scenario  is leverage  your  bottom  line by buying back stock,  but buying back
stock without significantly  improving operating results is sort of silly, so we
are going to try to buy back like I said down to 200 to 225  million  shares.  I
mean, we have to average them out for the quarter so for this  quarter,  it says
that we have 320 million  shares and for the year we use 351. When in fact we're
way below those numbers,  so we will  eventually get down to between 200 and 225
million.  That might  take all of next year and part of the year past that,  all
right?  But we are going to  significantly  reduce the  expenses  in running the
business, so when you take those two factors into consideration, buying back the
stock today is much smarter than it was at previous life.

Kevin Buttigieg  - A.G. Edwards - Analyst

Okay. And just on the cost cuts you had mentioned before some distributed system
investments where you might not be seeing some return as an example of something
that you could do there.  Could you, I found that a bit  curious  given that you
were also pointing to the distributed systems business as a good area of growth.

Pete Karmanos  - Compuware Corporation - Chairman, CEO

Wait. Excuse me, Kevin. When did we say anything about cutting -- I talked about
cutting the huge investment we've been making in distributed  technology,  which
we've been making over the last six years.

Kevin Buttigieg  - A.G. Edwards - Analyst

Yes,  that's what I was  referring to. I was just a little bit confused by that.
Are you saying then that you have kind of made all of the  investments  that you
need to make as the reason  why that  investment  level  would be  different  in
fiscal year '08?

Pete Karmanos  - Compuware Corporation - Chairman, CEO

Yes. Basically, we have three real winners that we need to really concentrate on
selling in the area of Vantage,  Test Factory and Changepoint.  I mean, and they
are three solid top echelon  products  that we think we can grow  significantly.
We're certainly going to make sure that our customers get value for what we sell
them but we don't have to keep  making  huge  investments,  all right?  And like
anything else, there's a time when you stop the investment and you start reaping
the benefit of it and we think we're well within that position.

Kevin Buttigieg  - A.G. Edwards - Analyst

Okay.


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May.  15.  2007 /  5:00PM  ET,  CPWR - Q4 2007  Compuware  Corporation  Earnings
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Laura Fournier  - Compuware Corporation - SVP, CFO

Kevin,  those cuts are going to come across the whole board. It's not just going
to be in the distributed technology area. It's going to be across-the-board.

Kevin Buttigieg  - A.G. Edwards - Analyst

Yes, that was clear as well. Okay, thank you very much.

Pete Karmanos  - Compuware Corporation - Chairman, CEO

You're welcome.

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 Lisa
Elkin. Please go ahead.

Lisa Elkin  - Compuware Corporation - VP, Corp. Comm., IR

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.

Operator

Thank you.  Ladies and gentlemen,  this  conference will be available for replay
after 8:30 p.m. Eastern time today through midnight May 22, 2007. You may access
the AT&T teleconference replay system at any time by dialing  1-800-475-6701 and
entering  the  access  code   865451.   International   participants   may  dial
320-365-3844.  Those numbers,  again, are 1-800-475-6701 and 320-365-3844 access
code 865451.  That does conclude our  conference  for today.  Thank you for your
participation,  and for using AT&T executive teleconference service. You may now
disconnect.

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