SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

PROWSE W JAMES

(Last)

(First)

(Middle)

590 HAVERHILL ROAD

(Street)

BLOOMFIELD HILLS

48304

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
COMPUWARE CORPORATION [ CPWR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								136,182	I	ESOP/401(k)
Common Stock	12/03/2003		G	V	3,555	D	⁽¹⁾	1,070,837	I	Revocable Living Trust
Common Stock	12/10/2003		G	V	1,430	D	⁽²⁾	1,069,407	I	Revocable Living Trust
Common Stock	01/30/2004		G	V	642	D	⁽³⁾	1,068,765	I	Revocable Living Trust
Common Stock	01/30/2004		G	V	1,283	D	⁽¹⁾	1,067,482	I	Revocable Living Trust
Common Stock								1,067,482⁽⁴⁾	I	Revocable Living Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Forward Purchase Contract⁽⁴⁾	⁽⁴⁾	02/20/2004		J⁽⁴⁾		500,000⁽⁴⁾		02/25/2008⁽⁴⁾	02/25/2008⁽⁴⁾	Common Stock	500,000⁽⁴⁾	$2,891,904.33⁽⁴⁾	500,000⁽⁴⁾	I	Revocable Living Trust

Explanation of Responses:

1. Shares were gifted to the Steppenwolf Theatre.

2. Shares were gifted to the Detroit Symphony Orchestra.

3. Shares were gifted to the Kensington Academy.

4. See Remarks for an explanation of this transaction.

Remarks:

On February 20, 2004, the W. James Prowse II Revocable Living Trust (u/a/d 9/2/92) (the "Trust") entered into a forward purchase contract ("Purchase Contract") pursuant to which one confirmation, relating to a total of 500,000 shares (the "Base Amount") of common stock, was entered into on February 20, 2004. The Purchase Contract provides that the Reporting Person will deliver on February 25, 2008 (the "Settlement Date") an aggregate number of shares of common stock (or, at the option of the Reporting Person, the cash equivalent of such shares) determined as follows: (a) If the last reported sale price of the common stock on the third business day prior to the Settlement Date (the "Settlement Value") is less than or equal to $7.1641, the number of shares will be 500,000; (b) If the Settlement Value is greater than $7.1641 but less than or equal to $13.9302, the number of shares will be equal to the quotient of $7.1641 divided by the Settlement Value, multiplied by 500,000; and (c) If the Settlement value is greater than $13.9302, the number of shares will be equal to 500,000 minus the product of 500,000 multiplied by the quotient of $6.7661 divided by the Settlement Value. In consideration therefor, the Trust received $2,891,904.33.

	Barbara J. Kovach for W. James Prowse /s/	02/23/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.