UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934


         Date of Report (Date of earliest event reported): June 8, 2007


                              Compuware Corporation
             (Exact Name of Registrant as Specified in its Charter)

                        Commission File Number: 000-20900


                Michigan
     (State or other jurisdiction of                     38-2007430
     incorporation or organization)         (I.R.S. Employer Identification No.)

  One Campus Martius, Detroit, Michigan                  48226-5099
(Address of Principal Executive Offices)                 (Zip Code)


      (Registrant's telephone number, including area code): (313) 227-7300

                            _______________________

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

|_| Written Communications pursuant to Rule 425 under the Securities Act (17 CFR
    230.425)

|_| Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17 CFR
    240.14a-12)

|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))

|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))



Item 2.05. Costs Associated with Exit or Disposal Activities.

As part of its  on-going  efforts to reduce  costs,  on June 8, 2007,  Compuware
Corporation  (the  "Company")  began   communicating  to  affected  employees  a
realignment plan for a number of its product development activities, designed to
reduce costs and improve operating efficiencies.  This action will eliminate the
positions of approximately 245 employees, or 3.25% of its workforce.  Details of
the  Company's  plans are  described  in the press  release  attached  hereto as
Exhibit 99.1, which is incorporated  herein by reference.  The Company committed
to proceeding with the realignment on June 8, 2007 when management finalized its
decision  to  proceed  and  began  communicating  the  realignment  to  affected
employees.

At this time, the Company  estimates the costs to be incurred in connection with
this effort to be approximately $21 million,  of which approximately $16 million
will be severance  related and  approximately $5 million related to other costs.
Approximately  $17  million  of the above  costs  will  result  in  future  cash
expenditures.

Item 9.01. Financial Statements and Exhibits.

      (c) Exhibits.

            99.1    Press Release, dated June 11, 2007.



                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                          COMPUWARE CORPORATION


Date: June 14, 2007                        By: /s/ Laura L. Fournier
                                               ---------------------------
                                           Laura L. Fournier
                                           Senior Vice President
                                           Chief Financial Officer


                                INDEX OF EXHIBITS


    Exhibit No.                        Description
    -----------  ------------------------------------------------------------

        99.1     Press Release, dated June 11, 2007.