SecProbe.io

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                                                               (WILMERHALE LOGO)

May 18, 2006                                                    ROBERT A. SCHWED

Via EDGAR                                                   + 1 212 937 7276 (t)
                                                            + 1 212 230 8888 (f)
Securities and Exchange Commission                  robert.schwed@wilmerhale.com
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549

Re: AMDOCS LIMITED
    Form 20-F for Fiscal Year Ended September 30, 2005
    Filed December 28, 2005
    Form 6-K filed January 19, 2006
    File No. 001-14840

Ladies and Gentlemen:

On behalf of our client Amdocs Limited (the "Company"), we are submitting the
following responses of the Company to the comments of the staff (the "Staff") of
the Securities and Exchange Commission (the "Commission") set forth in a letter
dated April 20, 2006, from Mr. Brad Skinner, Accounting Branch Chief of the
Commission. The comment letter relates to the Company's Annual Report on Form
20-F for the fiscal year ended September 30, 2005 filed December 28, 2005 (the
"Form 20-F") and the Company's Report of Foreign Private Issuer on Form 6-K
furnished January 19, 2006 (the "January Form 6-K").

For convenient reference, we have included below each of the Staff's comments
set forth in the comment letter and have keyed the Company's responses to the
numbering of the comments and the headings used in the comment letter. All of
the responses are based on information provided to us by representatives of the
Company.

The Company has not prepared amendments to the Form 20-F or the January Form 6-K
because the Company believes that the amendments that would be required to
address the Staff's comments relate to matters that are not individually or in
the aggregate material to investors. Accordingly, the Company requests that the
Staff permit the Company to address the Staff's comments in future filings under
the Securities Exchange Act of 1934, as amended, beginning with its Report on
Private Issuer on Form 6-K related to its third quarter 2006 results of
operations (the "July Form 6-K"), which it expects to furnish in July 2006.

           Wilmer Cutler Pickering Hale and Dorr LLP, 399 Park Avenue,
                            New York, New York 10022

    Baltimore Beijing Berlin Boston Brussels London Munich New York Northern
                  Virginia Oxford Palo Alto Waltham Washington

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Securities and Exchange Commission
May 18, 2006
Page 2

FORM 20-F FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2005

FINANCIAL STATEMENTS

NOTE 3 - ACQUISITIONS, PAGE F-17

CERTEN

1.   We note your disclosure regarding a revision to the purchase price
     allocation recorded during 2005 that resulted in a decrease in goodwill.
     Describe for us the facts and circumstances that led you to record the
     purchase price adjustment. As part of your response, describe, in
     reasonable detail, the nature and amount of the items underlying this
     revision. Additionally, explain your basis for concluding that it was
     appropriate to revise the purchase price allocation for the identified
     items. Explain how you considered the guidance of SFAS 141, pars. 40 and
     41.

Response:   During the fiscal year ended September 30, 2005, the Company revised
            by $9.9 million the purchase price allocation related to its
            acquisition of Certen Inc. ("Certen"). The Company made this
            revision to reflect the two adjustments described below. Pursuant to
            Staff Accounting Bulletin No. 99, the Company concluded, at the time
            each adjustment was determined to be necessary, that each adjustment
            was immaterial individually and in the aggregate.

            a.   First, the Company increased by $4.1 million the deferred tax
                 assets related to the tax effects of the fair value of a
                 pension liability acquired as part of the acquisition that will
                 be recognized for tax purposes upon actual payment. In 2003, at
                 the time of the acquisition, the Company appropriately
                 calculated and reflected the acquired pension liability in
                 accordance with Statement of Financial Accounting Standards No.
                 141 ("SFAS 141"). Inadvertently, however, in recording the
                 deferred tax assets associated with this pension liability, the
                 Company used the balance recorded on the books of the acquired
                 business and did not adjust the deferred tax assets in
                 accordance with SFAS 141. As a result, the deferred tax asset
                 was understated by $4.1 million and goodwill was overstated by
                 the same amount.

                 In the first quarter of 2005, the Company discovered that the
                 deferred tax assets associated with this pension liability had
                 not been reflected appropriately. Because the Company concluded
                 that the adjustment was immaterial both in fiscal 2003 and in
                 fiscal 2005, it determined to effect this adjustment by
                 increasing the deferred tax asset and by reducing goodwill in
                 the first quarter of 2005.

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Securities and Exchange Commission
May 18, 2006
Page 3

            b.   Second, the Company determines the deferred tax asset balances
                 related to Certen based on a blended tax rate of the various
                 Canadian provinces in which Certen operates. At the time of the
                 acquisition, the Company initially determined this blended tax
                 rate, and therefore the deferred tax asset balance, based upon
                 the financial records of the acquired business. However, in
                 January 2004, subsequent to the Company's acquisition of
                 Certen, a statutory tax rate increase in the Canadian province
                 of Ontario became effective, resulting in an increase to the
                 expected overall blended tax rate. The Company did not become
                 aware of the tax increase until the second quarter of fiscal
                 2005.

                 The Company acknowledges that this increase in tax rate should
                 have been considered at the time of its enactment. Statement of
                 Financial Accounting Standards No. 109 Accounting for Income
                 Taxes states that the resulting adjustment should be included
                 in income from continuing operations for fiscal 2004 and
                 reflected on the Company's statement of operations.

                 However, the Company concluded that the change was not
                 material. The Company also did not believe it was appropriate
                 to adjust its 2005 statement of operations for this 2004 amount
                 because such an adjustment would have resulted in an increase
                 in income that had not actually occurred in 2005 and would be
                 potentially misleading. Accordingly, the Company concluded that
                 it would be more conservative to recalculate the deferred tax
                 assets in fiscal 2005 by using the correct blended tax rate at
                 realization, to record the adjustment as a $5.8 million
                 increase in tax deferred assets and to reduce goodwill by the
                 corresponding amount.

            As described above, the Company recognizes that the above
            adjustments should have been implemented in fiscal 2003 and fiscal
            2004. However, because the adjustments were not made during fiscal
            2003 or fiscal 2004, the Company believes that appropriate
            accounting treatment was to reflect these changes in fiscal 2005 as
            balance sheet reclassifications that revised the purchase price
            allocation related to the Certen acquisition.

DST INNOVIS

2.   We note your acquisition of DST Innovis on July 1, 2005 and the related
     purchase price allocation. Describe for us, in reasonable detail, the
     nature and terms of the "Printing and mailing obligation". Tell us how this
     amount was determined. Explain when, and under what circumstances, the
     liability associated with this obligation will be reversed. Explain why
     this obligation was considered to be part of the purchase price allocation.

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                                                               (WILMERHALE LOGO)

Securities and Exchange Commission
May 18, 2006
Page 4

Response:   As part of its acquisition of DST Innovis, the Company entered into
            a long-term printing agreement with a subsidiary of DST Systems,
            Inc. ("DST"), pursuant to which DST will continue to support the
            printing and mailing of bills for the acquired DST Innovis customer
            base. Under and subject to the terms of the printing agreement, DST
            became the exclusive vendor of billing, printing, and mailing for
            DST Innovis projects that combine such services with billing
            support. The printing agreement has a ten-year term and specifies
            printing rates that are generally higher than prevailing market
            printing rates.

            The Company determined the prevailing market rates for these
            services based upon a pricing quote solicited from DST's primary
            competitor. The market for such printing services is relatively
            mature and DST faces significant competition from only this primary
            competitor. Accordingly, the Company believes that the competitor's
            price quote was fairly reflective of market conditions at the time.
            The Company estimated the liability related to the printing
            agreement based on the net present value of the excess of the DST
            rates as compared to the market rates calculated on expected volumes
            from existing DST Innovis customers over the life of the contract.
            The Company estimated these expected volumes based on historical
            volumes from existing DST Innovis customers, assuming a modest
            future growth rate.

            The Company retained a nationally-recognized third-party valuation
            consulting firm with expertise in purchase price allocation in
            connection with the valuation of the fair market value of the
            printing contract liability. That firm provided the Company with
            independent and contemporaneous analyses supporting the Company's
            methodologies.

3.   Explain to us your basis for your conclusion that 15 years is an
     appropriate amortization period for the acquired customer arrangements.
     Describe for us any objective, reliable evidence that supports your
     conclusion.

Response:   DST Innovis typically enters into multi-year billing service
            agreements, generally for terms of five years. The acquired DST
            Innovis customers are predominantly large cable and satellite
            companies, which have continued to renew their contracts with
            increasing revenue levels. For example, the four largest DST Innovis
            customers have been customers for periods of no less than 14 years.
            Historically, DST Innovis has experienced customer turnover
            primarily with respect to its smaller customers and this turnover
            has not been material. Additionally, the market for cable and
            satellite billing services is relatively mature and is usually
            characterized by long-term customer relationships. Lastly, it is
            cost-prohibitive for customers to change billing vendors.

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Securities and Exchange Commission
May 18, 2006
Page 5

            In determining the appropriate amortization period with respect to
            these arrangements, the Company considered these factors and
            consulted the nationally-recognized third-party valuation consulting
            firm described in response number 2 above. Based upon an analysis of
            historical customer retention rates and projected future cash flows,
            the analysis conducted by that firm indicated that the material
            portion of cash flows from DST Innovis customers were expected to be
            realized within 15 years; after the 15th year of such billing
            arrangements, the additional present value in each subsequent year
            were expected not to be material.

            Accordingly, the Company determined that an amortization period of
            15 years for the acquired customer arrangements was appropriate
            based upon the significant recurring revenue base of the DST Innovis
            customers.

LONGSHINE

4.   Tell us whether you acquired a direct, 100% ownership interest in Longshine
     Information Technology as a result of the August 3, 2005 purchase
     transaction. If not, explain the structure and extent of your ownership
     interest.

Response:   The Company confirms that, as a result of its August 3, 2005
            purchase transaction, it acquired through subsidiaries a 100%
            ownership interest in Longshine Information Technology Company Ltd.,
            a company organized in the British Virgin Islands.

NOTE 8 - GOODWILL AND INTANGIBLE ASSETS, NET, PAGE F-25

5.   We note the disclosure relating to where the amortization expense of
     identified intangible assets is included within the statement of
     operations. Tell us where the amortization expense of each of the
     identified intangible assets recorded in conjunction with the XACCT, the
     Innovis and the Longshine acquisitions is reflected.

Response:   The amortization expense of each of the identified intangible assets
            recorded in conjunction with the XACCT, the Innovis and the
            Longshine acquisitions is reflected in the line item "Amortization
            of purchased intangible assets."

NOTE 12 - CONVERTIBLE NOTES, PAGE F-29

6.   Please explain to us in thorough detail how you have applied the guidance
     in EITF Issue 00-19 in evaluating whether the conversion features of the
     Convertible Senior Notes issued in March 2004 include embedded derivatives
     that you should account for at fair value under SFAS 133. For further
     guidance see pages 30 through 32 in the Division of Corporation Finance
     Current Accounting and Disclosure Issues Guide at
     http://www.sec.gov/divisions/corpfin/acctdis120105.pdfin.

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                                                               (WILMERHALE LOGO)

Securities and Exchange Commission
May 18, 2006
Page 6

Response:   Statement of Financial Accounting Standards No. 133 Accounting for
            Derivative Instruments and Hedging Activities ("SFAS 133"),
            paragraph 12(c), requires bifurcation of an embedded derivative if,
            among other things, a separate instrument with the same terms would
            be a derivative, pursuant to SFAS 133, paragraphs 6 through 11.
            Emerging Issues Task Force 00-19 ("EITF 00-19"), paragraph 4, states
            in part that the Task Force reached a consensus that, for purposes
            of evaluating whether an embedded derivative indexed to a company's
            own stock would be classified in stockhold