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CORRESP
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CORRESP

April 7, 2009

By EDGAR Submission

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Mail Stop 4561

Washington, DC 20549

Attention: David Edgar

    Re:

    Amdocs Limited

Form 20-F for the Fiscal Year Ended September 30, 2008

Filed December 8, 2008

File No. 001-14840

Ladies and Gentlemen:

This letter is in response to the letter to Amdocs Limited (“Amdocs” or the “Company”) dated March
24, 2009 from Mark Kronforst, Accounting Branch Chief, on behalf of the Staff (the “Staff”) of the
U.S. Securities and Exchange Commission (the “Commission”), to Dov Baharav, Chief Executive Officer
of Amdocs Management Limited, a wholly-owned subsidiary of the Company (“AML”). The response below
is keyed to the numbering of the comment and the headings used in the Staff’s letter.

In response to the Staff’s comment regarding the Company’s Form 20-F for the fiscal year ended
September 30, 2008 (the “Form 20-F”), and based on information provided to us by the Company, we
advise you as follows:

Form 20-F for the Fiscal Year Ended September 30, 2008

Consolidated Financial Statements

Notes to the Consolidated Financial Statements

Note 3 — Acquisitions, page F-18

1. We note your response to prior comment number 2. Please explain why establishing the valuation
allowance had no effect on your income statement. As part of your response, address the fact that
this adjustment was the correction of a purchase price allocation error.

Securities and Exchange Commission

April 7, 2009

Page 2

    Response:

    During 2008, the Company concluded that it had made an error in 2006 in
the purchase accounting for the acquisition of Cramer in not recording a
valuation allowance to offset acquired deferred tax assets that were not expected to be
realized. As previously communicated in our letter to the Staff dated February 23,
2009, the Company concluded during 2008, based on the information available to the
Company at the acquisition date1, that it was more likely than not that the
deferred tax assets would not be realized. The fact that a valuation allowance went
unrecorded was an oversight rather than a subsequent change in estimate or the result
of obtaining more information subsequent to the acquisition date regarding the
realization of the acquired deferred tax assets.

    In determining how to account for this error, the Company considered whether
the guidance in FAS 141, Business Combinations, regarding the allocation
period for purchase price adjustments would apply. FAS 141 defines the
allocation period as:

    “The period that is required to identify and measure the fair value of the
assets acquired and the liabilities assumed in a business combination. The
allocation period ends when the acquiring entity is no longer waiting for
information that it has arranged to obtain and that is known to be available
or obtainable... ... .... Although the time required will vary with circumstances,
the allocation period should usually not exceed one year from the
consummation of a business combination.”

    Additionally, the Company considered Paragraph B183 in Appendix B of FAS
141, which states:

    “The “allocation period” is intended to differentiate between amounts that
are determined as a result of the identification and valuation process
required by Opinion 16 for all assets acquired and liabilities assumed and
amounts that are determined because information that was not previously
obtainable becomes obtainable.”

    As the intent of the allocation period following a business combination is
to allow adequate time for discovering and quantifying preacquisition
contingencies and obtaining additional information related to the acquired
assets and assumed liabilities, the Company concluded that this guidance did
not apply because all relevant information concerning the realization of the
deferred tax assets was already available to the Company at the

    1

    The information that was available to the Company at
the acquisition date is described in detail in our letter to the staff dated
February 23, 2009.

Securities and Exchange Commission

April 7, 2009

Page 3

    acquisition
date and no new information relating to the realization of such assets
became available subsequent the acquisition date. Additionally, had the
Company correctly recorded the Cramer purchase accounting in August 2006,
the entry recorded would have been a debit to goodwill and a credit to a
valuation allowance in accordance with FAS 141, and the goodwill and
valuation allowance balances as of the acquisition date would have been
higher by approximately $20 million. Since the proper recording of the
purchase price allocation would not have resulted in an income statement
charge, the Company concluded that it was appropriate that the correction
not result in a 2008 income statement charge as it would not reflect the
economic reality of that period and the effect of a charge to earnings in
2008 on the Company’s results would merely serve to confuse investors as to
the Company’s performance for that period.

    Therefore, the Company determined that the appropriate accounting was to
record an entry that would reflect what the original entry would have been
and to assess whether it should restate its prior year financial statements
or correct the error in fiscal 2008. In assessing this error, the Company
considered Staff Accounting Bulletin No. 108 and Staff Accounting Bulletin
No. 99 to determine whether it was necessary to restate its prior year
financial statements.

    As indicated in the Company’s first response letter to the Staff’s comments,
the Company performed a materiality assessment according to Staff Accounting
Bulletin No. 108 and Staff Accounting Bulletin No. 99 to determine whether
it was necessary to restate its prior year financial statements. In
performing the analysis, the Company considered the following quantitative
and qualitative factors:

    •

    the correction would represent 1.3%, 1.4%
and 1.5% of the goodwill balance as of September 30, 2008, 2007 and
2006, respectively;

    •

    the correction would not change or alter
a trend in earnings or revenues, either on an annual or quarterly
basis;

    •

     the correction would not change for any
fiscal period net income to net loss, or visa versa;

    •

    the Company believes that, although the
adjustment represents 9.3%, 10.9% and 16.7% of the long term
deferred tax asset balance as of September 30, 2008, 2007 and 2006,
respectively, and 6.9%, 7.6% and 9.1% of total deferred tax asset
balance as of September

Securities and Exchange Commission

April 7, 2009

Page 4

    30, 2008, 2007 and 2006, respectively, the
long term deferred tax asset balance is not a significant
consideration to the reader of the financial statements; and

    •

    the Company believes that the judgment of
a reasonable person that relies upon the financial statements would
not have been influenced or changed by the inclusion of the
additional $20 million in deferred tax asset.

    In performing the materiality analysis, the Company also considered the
following qualitative factors:

    •

    the correction does not impact the
Company’s key performance indicators such as revenue and operating
income;

    •

    the correction does not impact analysts’
expectations relating to the Company’s long term tax rate;

    •

     the correction does not hide a failure to
meet analysts’ expectations for the Company;

    •

    the correction does not affect the
Company’s compliance with regulatory requirements;

    •

    the correction does not affect the
Company’s compliance with loan covenants or other contractual
requirements;

    •

    the correction does not have the effect
of increasing management’s compensation, by satisfying requirements
for the award of bonuses or other forms of incentive compensation;
and

    •

    the correction does not involve
concealment of an unlawful transaction.

    Based on this analysis, the Company determined that this correction was not
material to the Company’s balance sheet or its income statement for fiscal
2008 or for prior years, or for any quarterly periods in those fiscal years,
and, therefore, that it was appropriate to record the valuation allowance
adjustment to goodwill in fiscal 2008. The Company believes it has provided
appropriate disclosure regarding the correction in Note 3 to the
consolidated financial statements contained in the Form 20-F.

* * * * *

Securities and Exchange Commission

April 7, 2009

Page 5

If you require additional information, please telephone either the undersigned at the telephone
number indicated above or Jason L. Kropp of this firm at (617) 526-6421.

    Very truly yours,

    /s/ Robert A. Schwed

    Robert A. Schwed

    cc:

    Michael Bricker (Amdocs Management Limited)