SecProbe.io

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 March 25, 2026

Tamar Rapaport-Dagim
Chief Financial Officer
Amdocs Limited
Hirzel House, Smith Street
St. Peter Port, Guernsey, GY1 2NG

 Re: Amdocs Limited
 Form 20-F for the Fiscal Year Ended September 30, 2025
 File No. 001-14840
Dear Tamar Rapaport-Dagim:

 We have completed our review of your filing. We remind you that the
company and its
management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding
any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
cc: Michael Kaplan
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 March 23, 2026

 Re:
 Amdocs Limited
 Form 20-F for Fiscal Year Ended September 30, 2025
 Filed December 15, 2025 CIK
No. 0001062579 CONFIDENTIAL
 Ms. Megan Masterson Ms. Kathleen Collins
 Division of Corporation Finance Office of Technology
 U.S. Securities and Exchange Commission 100 F Street, N.E.
 Washington, DC 20549-3628 Dear Ms. Masterson and
Ms. Collins: Amdocs Limited, a company organized with limited liability under the laws of the Island of Guernsey (the “ Company ” or
“ we ”), has received a comment letter dated March 10, 2026 (the “ Comment Letter ”) from the Staff (the “ Staff ”) of the Securities and Exchange Commission (the
“ Commission ”) relating to the Company’s Annual Report on Form 20-F for the fiscal year ended September 30, 2025 (the “ Annual Report ”).
 Set forth below are the Company’s responses to the Staff’s comments in the Comment Letter. For convenience, the Staff’s comments are
repeated below in italics, followed by the Company’s response to each comment as well as a summary of the responsive actions taken. Form 20-F for the Fiscal Year Ended September 30, 2025 Operating and Financial Review and Prospects, page 27

 1.
 We note you quantify and discuss managed service backlog and renewals in your earnings releases and investor
presentations. In addition, in Exhibit 99.1 of the Form 6-K furnished on December 16, 2025, you refer to near 100% renewal rates as one of your strategic pillars and include
 12-month backlog in your list of key financial highlights. Please tell us whether these metrics are key performance indicators used in managing your business and if so, revise to include a quantified
discussion of these metrics for each period presented. Refer to SEC Release No. 33-10751.
 Response: The Company respectfully acknowledges the Staff’s comment and confirms that future annual reports on Form 20-F, including our Annual Report on Form 20-F for the fiscal year ending September 30, 2026, will present managed service renewal rates and 12-month backlog as key performance indicators (until and unless we conclude in the future that such metrics are no longer key performance indicators for our business and cease disclosing them).
 For the Staff’s reference, here is a markup of the relevant language we expect to include in our future filings (with this language reflecting what
would have been included in the Annual Report): Revenue from managed services arrangements is a significant part of our business, generating
substantial, long-term recurring revenue streams. Revenue from managed services arrangements accounted for approximately $3.00 billion and $2.90 billion of revenue in fiscal years 2025 and 2024, respectively. This is supported by
historical renewal rate of close to 100% for our managed services arrangements.

Twelve-month backlog was $4.19 billion at end of the fourth quarter of the fiscal year ended September 30, 2025, up approximately 3.2% as compared to last year’s fourth fiscal
quarter. Twelve-month backlog includes anticipated revenue related to contracts, estimated revenue from managed services contracts, letters of intent, maintenance and estimated ongoing support activities.
 Notes to the Consolidated Financial Statements Note
4. Revenue Remaining Performance Obligations from Contracts with Customers, page F-19

 2.
 We note your disclosure where you state given the profile of contract terms, the majority of the
$6.4 billion of remaining performance obligations at September 30, 2025, are expected to be recognized as revenue over the next three years. Please revise to disclose when you expect to recognize such amounts as revenue on a quantitative
basis using time bands that would be most appropriate for the duration of the remaining performance obligations (e.g. within one year, within two years, within three years and three years and beyond), or by providing qualitative information. Refer
to ASC 606-10-50-13.
 Response: The Company respectfully acknowledges the Staff’s comment and confirms that future annual reports on Form 20-F, including our Annual Report on Form 20-F for the fiscal year ending September 30, 2026, will disclose when we expect to recognize remaining performance obligations
as revenue on a quantitative basis using time bands that would be most appropriate for the duration of the remaining performance obligations. A portion
of the Company’s revenue relates to projects for which revenue is recognized over time based on a percentage that incurred labor effort to date bears to total projected labor effort. These projects may be executed over periods longer than one
year, and the timing of revenue recognition is subject to a degree of uncertainty due to factors such as the timing of execution of project milestones, changes and additions to the project scope and unexpected delays.
 Given these uncertainties related to projects, we believe that time bands of (i) the next two years and (ii) thereafter, appropriately reflect how
revenues associated with our remaining performance obligation will ultimately be recognized, and therefore provide meaningful information to the users of our financial statements. In addition, due to the terms and scope of our existing contracts we
expect to recognize a substantial majority of our remaining performance obligations as revenues over the next two years. When coupled with the additional qualitative disclosures proposed below, we believe this presentation complies with the guidance
in ASC 606-10-50-13(b). For the
Staff’s reference, here is a markup of the relevant language we expect to include in our future filings (with this language reflecting what would have been included in the Annual Report):
 Remaining Performance Obligations from Contracts with Customer
 As of September 30, 2025, the aggregate amount of the transaction price allocated to remaining performance obligations that are unsatisfied or partially
unsatisfied was approximately $6.4 billion. Remaining performance obligations typically include the remaining non-cancelable, committed and fixed portion of contracts for their entire duration and
therefore it is not comparable to what the Company considers to be the next 12 months backlog. Given the profile of contract terms, the majority of this amount is expected to be recognized as revenue over the next three years . A
portion of the Company’s revenue relates to projects recognized over time based on a percentage that incurred labor effort to date bears to total projected labor effort. These projects may be executed over periods longer than one year, in
which the timing of recognition is subject to a certain level of uncertainty. We expect to recognize approximately 70% of our remaining performance obligations as revenues over the
next two years, with the remainder recognized thereafter.

 Note 22. Segment Information and Revenue from Significant Customers, page
 F-34

 3.
 You state the CODM evaluates the company’s operating results on a consolidated net income basis.
Please revise to discuss how the CODM uses this measure in assessing segment performance and deciding how to allocate resources. Refer to ASC
 280-10-50- 29(f) and the example at ASC 280-10-55-54(c). Response: The Company respectfully acknowledges the
Staff’s comment and confirms that future annual reports on Form 20-F, including our Annual Report on Form 20-F for the fiscal year ending September 30, 2026,
will disclose how the CODM uses operating results on a consolidated net income basis to measure segment performance and how to allocate resources. For
the Staff’s reference, below is a markup of the relevant language we expect to include in our future filings (with this language reflecting what would have been included in the Annual Report):
 Segment Information and Revenue from Significant Customers
 The Company manages its operations as one operating segment, providing software products and services primarily for the communications and media industry
service providers. The Company’s Chief Operating Decision Maker (“CODM”) is the Company’s Chief Executive Officer. The CODM evaluates the operating results of the Company on a consolidated net income basis. Refer to the
consolidated statements of income. The financial information is used by the CODM for purposes of making operating decisions, allocating resources and assessing performance allocating capital and resources, setting budgets, and
assessing actual performance relative to these budgets and competitors’ information. The Company’s significant segment expenses, which are the expenses included in operating income, and other segment items, which include interest and
other expense, net and income taxes, are included in the consolidated statements of income. Segment assets provided to the CODM include accounts receivable billed, current and non-current accounts receivable
unbilled and current and non-current deferred revenue. Should any questions arise, please do not hesitate to
contact me at tamar.rapaport-dagim@amdocs.com, or the Company’s U.S. counsel, Michael Kaplan of Davis Polk & Wardwell LLP at (212) 450-4111 or michael.kaplan@davispolk.com or Pedro J. Bermeo of
Davis Polk & Wardwell LLP at (212) 450-4091 or pedro.bermeo@davispolk.com. Thank you for your time and attention.

 Very truly yours,

 /s/ Tamar Rapaport-Dagim

 Tamar Rapaport-Dagim
 cc: Michael Kaplan, Davis
Polk & Wardwell LLP Pedro J. Bermeo, Davis Polk & Wardwell LLP

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 March 10, 2026

Tamar Rapaport-Dagim
Chief Financial Officer
Amdocs Limited
Hirzel House, Smith Street
St. Peter Port, Guernsey, GY1 2NG

 Re: Amdocs Limited
 Form 20-F for the Fiscal Year Ended September 30, 2025
 File No. 001-14840
Dear Tamar Rapaport-Dagim:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 20-F for the Fiscal Year Ended September 30, 2025
Operating and Financial Review and Prospects, page 27

1. We note you quantify and discuss managed service backlog and renewals in
your
 earnings releases and investor presentations. In addition, in Exhibit
99.1 of the Form 6-K
 furnished on December 16, 2025, you refer to near 100% renewal rates as
one of your
 strategic pillars and include 12-month backlog in your list of key
financial highlights.
 Please tell us whether these metrics are key performance indicators used
in managing
 your business and if so, revise to include a quantified discussion of
these metrics for each
 period presented. Refer to SEC Release No. 33-10751.
 March 10, 2026
Page 2
Notes to Consolidated Financial Statements
Note 4. Revenue
Remaining Performance Obligations from Contracts with Customers, page F-19

2. We note your disclosure where you state given the profile of contract
terms, the majority
 of the $6.4 billion of remaining performance obligations at September
30, 2025, are
 expected to be recognized as revenue over the next three years. Please
revise to disclose
 when you expect to recognize such amounts as revenue on a quantitative
basis using time
 bands that would be most appropriate for the duration of the remaining
performance
 obligations (e.g. within one year, within two years, within three years
and three years and
 beyond), or by providing qualitative information. Refer to ASC
606-10-50-13.
Note 22. Segment Information and Revenue from Significant Customers, page F-34

3. You state the CODM evaluates the company's operating results on a
consolidated net
 income basis. Please revise to discuss how the CODM uses this measure in
assessing
 segment performance and deciding how to allocate resources. Refer to ASC
280-10-50-
 29(f) and the example at ASC 280-10-55-54(c).

 In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.

 Please contact Megan Masterson at 202-551-3407 or Kathleen Collins at
202-551-3499
with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Technology
cc: Michael Kaplan
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</DOCUMENT>

February 25, 2020
Shuky Sheffer
President and Chief Executive Officer
Amdocs Limited
1390 Timberlake Manor Parkway
Chesterfield, Missouri 63017
Re:Amdocs Limited
Form 20-F for the Fiscal Year Ended September 30, 2019
Filed December 16, 2019
File No. 001-14840
Dear Mr. Sheffer:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Technology

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 New York

Northern California

 Washington DC

São Paulo

 London

 Paris

 Madrid

Tokyo

 Beijing

Hong Kong

 Michael Kaplan

 Davis Polk & Wardwell LLP

450 Lexington Avenue

 New York, NY 10017

 212 450 4111 tel

 212 701 5111 fax

michael.kaplan@davispolk.com

 February 24, 2020

Re:
 Amdocs Limited

Form 20-F for the Fiscal Year Ended September 30, 2019

Filed December 16, 2019

File No. 001-14840

Ms. Megan Akst, Senior Staff Accountant

 Ms. Melissa
Kindelan, Senior Staff Accountant

 Office of Technology

Division of Corporation Finance

 U.S. Securities and Exchange
Commission

 100 F Street, N.E.

 Washington, DC 20549-3628

 Dear Ms. Akst and Ms. Kindelan:

 On behalf of
our client, Amdocs Limited, a Guernsey company (the “Company”), we are responding to the comment from the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) relating to
the Company’s Annual Report on Form 20-F for the fiscal year ended September 30, 2019 (the “Form 20-F”) contained in the Staff’s letter
dated February 11, 2020 (the “Comment Letter”).

 Set forth below is the Company’s response to the Staff’s comment. For
convenience, the Staff’s comment is repeated below in italics, followed by the Company’s response to the comment.

 Item 5. Operating and
Financial Review and Prospects

 Liquidity and Capital Resources, page 37

1.
 We note your normalized free cash flow measure excludes charges that required cash settlement. Such charges
cannot be excluded from non-GAAP liquidity measures per Item 10(e)(1)(ii)(A) of Regulation S-K. Please remove the measure or explain how it complies.

 Response: We respectfully advise the Staff that the Company considers “Normalized Free Cash Flow” to be a measure of
its operating performance rather than a liquidity measure. “Normalized Free Cash Flow,” as defined by the Company, is one of the measures intended to provide management, investors and other parties with an indicator of the Company’s
operating performance that is useful in comparing the Company’s performance to other companies and to its performance in previous periods, because it excludes potential differences that the Company believes are unrelated to its ongoing
operating performance. Management does not currently use “Normalized Free Cash Flow” to assess the Company’s ability to meet its short-term obligations, and therefore does not consider it to be a liquidity measure.

 Ms. Megan Akst, Senior Staff Accountant

 Ms.
Melissa Kindelan, Senior Staff Accountant

 Office of Technology

Division of Corporation Finance

February 24, 2020

 Having said that, the Company respectfully submits that it intends to remove “Normalized Free Cash
Flow” from its annual reports on Form 20-F for future fiscal years and other reports filed with the Commission.

Please do not hesitate to contact me at (212) 450-4111, (212) 701-5111 (fax)
or michael.kaplan@davispolk.com, if you have any questions regarding the foregoing or if I can provide any additional information.

 Very truly
yours,

 /s/ Michael Kaplan

 Michael Kaplan

cc:         Via E-mail

Shuky Sheffer, Chief Executive Officer

 Tamar Rapaport-Dagim,
Chief Financial Officer and Chief Operating Officer

 Michal Topolski, General Counsel

 2

February 11, 2020
Shuky Sheffer
President and Chief Executive Officer
Amdocs Limited
1390 Timberlake Manor Parkway
Chesterfield, Missouri 63017
Re:Amdocs Limited
Form 20-F for the Fiscal Year Ended September 30, 2019
Filed December 16, 2019
File No. 001-14840
Dear Mr. Sheffer:
            We have reviewed your filing and have the following comment.  In our comment, we
may ask you to provide us with information so we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Form 20-F for the Fiscal Year Ended September 30, 2019
Item 5. Operating and Financial Review and Prospects
Liquidity and Capital Resources, page 37
1.We note your normalized free cash flow measure excludes charges that required cash
settlement. Such charges cannot be excluded from non-GAAP liquidity measures per Item
10(e)(1)(ii)(A) of Regulation S-K.  Please remove the measure or explain how it complies.

            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

 FirstName LastNameShuky Sheffer
 Comapany NameAmdocs Limited
 February 11, 2020 Page 2
 FirstName LastName
Shuky Sheffer
Amdocs Limited
February 11, 2020
Page 2
            You may contact Megan Akst, Senior Staff Accountant at 202-551-3407 or Melissa
Kindelan, Senior Staff Accountant at 202-551-3564 if you have questions.
Sincerely,
Division of Corporation Finance
Office of Technology

Mail Stop 4628

March 31, 201 7

Via E-Mail
Robert A. Minicucci
Chairman of the Board
Amdocs Limited
Hirzel House, Smith Street
St. Peter Port
Island of Guernsey
GY1 2NG

 Re: Amdocs Limited
  Form 20-F for the Fiscal Year Ended September 30 , 2016
  Filed December 12 , 2016
  File No. 1-14840

Dear Mr. Minicucci :

We refer you to our comment letter  dated  March 6, 2017  regarding potential business
contacts with Syria and Sudan .  We have completed our review of this subject matter.  We
remind you that the company and its management are responsible for the accuracy and adequacy
of their disclosures, notwithstanding any review, comments, action or absence of action by the
staff.

Sincerely,

 /s/ Cecilia Blye

Cecilia Blye, Chief
Office of Global Security Risk

 cc:  Matthew E Smith
  Secretary
  Amdocs Limited

  Barbara Jacobs
  Assistant Director
  Division of Corporation Finance

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Response Letter

 March 20, 2017

VIA EDGAR SUBMISSION

 Ms. Cecilia Blye

Chief

 Office of Global Security Risk

United States Securities and Exchange Commission

 100 F Street,
N.E., Mail Stop 3561

 Washington, DC 20549

Re: Amdocs Limited

Form 20-F for the Fiscal Year Ended September 30, 2016

Filed December 12, 2016

File No. 1-14840

Dear Ms. Blye:

 By letter
dated March 6, 2017, you provided comments on behalf of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) to our client, Amdocs Limited (“Amdocs” or the
“Company”) with respect the Company’s annual report on Form 20-F for the fiscal year ended September 30, 2016 (the “Form 20-F”). On behalf of the Company, we hereby provide the Company’s responses to
those comments as indicated below. The text set forth below in bold-faced type is a verbatim reproduction of the comments included in your letter.

General

1.
Section 5.08(b) of a December 12, 2014 credit agreement that you filed as Exhibit 99.1 to a Form 6-K indicates that in limited circumstances you may engage in business in Syria and Sudan. Syria and Sudan
are designated by the U.S. Department of State as state sponsors of terrorism and are subject to U.S. economic sanctions and export controls. Your Form 20-F does not provide disclosure about those countries. Please describe to us the nature and
extent of any past, current, and anticipated contacts with Syria and Sudan, whether through subsidiaries, affiliates, resellers, customers, or other direct or indirect arrangements. For instance, you identify Deutsche Telekom as a customer. We
located a news article reporting that you received certification by Huawei for the delivery of a pre-integrated network fulfillment solution for the Huawei U2000 network management system. Both Deutsche Telekom and Huawei have been reported to do
business in Syria and/or Sudan. You should describe any products, components, technology or services you have provided to Syria or Sudan, directly or indirectly, and any agreements, commercial arrangements or other contacts with the governments of
those countries or entities they control.

 Response

The Company has checked with its relevant business units to determine whether it has any direct or indirect contact with Syria or Sudan, and
has determined that it does not have any current or anticipated contact with either Syria or Sudan, either directly or through its subsidiaries, affiliates or resellers. The Company has also examined its records and has not identified any past
contacts with those countries. None of the Company’s customers are located in either Syria or Sudan, and while some of its customers may have operations in those countries, the Company typically sells its products with licenses to use them in
specified jurisdictions, and neither Syria nor Sudan are expressly included in any of its contracts.

 With respect to the particular
examples cited by the Staff in the letter:

 — the Company understands that Deutsche Telekom, one of its customers, may operate in
Syria and/or Sudan through affiliates. Pursuant to the terms of some of the Company’s agreements with Deutsche Telekom, certain of Deutsche Telekom’s affiliated entities may utilize some of the Company’s products or services. Such
affiliated entities are required to execute an adherence agreement or issue a purchase order, each of which must be accepted by Amdocs, before being able to utilize Amdocs’s products or services. To date, none of Deutsche Telekom’s
affiliates who operate in Syria or Sudan have acceded to the contract or issued a purchase order. If these affiliates were to make such an adherence agreement or purchase order request, Amdocs has informed us that its current intent would be not to
agree to provide such products or services.

 — in June 2010, Huawai certified Amdocs for the delivery of a pre-integrated network
fulfillment solution for the Huawai U2000 network management system. Amdocs only sought such certification in order to deliver such network fulfillment solution to one specific customer who had that system and the system was not operated in Syria or
Sudan.

2.
Please discuss the materiality of any contacts with Syria and Sudan you describe in response to the comment above, and whether those contacts constitute a material investment risk for your security holders. You
should address materiality in quantitative terms, including the approximate dollar amounts of any associated revenues, assets, and liabilities for the last three fiscal years and the subsequent interim period. Also, address materiality in terms of
qualitative factors that a reasonable investor would deem important in making an investment decision, including the potential impact of corporate activities upon a company’s reputation and share value. Various state and municipal governments,
universities, and other investors have proposed or adopted divestment or similar initiatives regarding investment in companies that do business with U.S.-designated state sponsors of terrorism. You should address the potential impact of the investor
sentiment evidenced by such actions directed toward companies that have operations associated with Syria and Sudan.

 Response

 As noted above, the Company does not have any current or anticipated contact, and has not identified any past contact, with either
Syria or Sudan and accordingly does not believe disclosure is warranted.

 2

 * * *

The Company thanks you for your review and comments. Should you have any questions about the responses contained herein, please contact Amir
Kaiser, the Company’s General Counsel, at +972 9 776 2074 or by e-mail to amir.kaiser@amdocs.com or the undersigned at 212-450-4111 or by e-mail to michael.kaplan@davispolk.com.

Very truly yours,

/s/ Michael Kaplan

 Michael Kaplan

cc:
Tamar Rapaport-Dagim, CFO

 Amdocs Management Limited

Amir Kaiser, General Counsel

Amdocs Management Limited

 3

Mail Stop 4628

March 6 , 201 7

Via E-Mail
Robert A. Minicucci
Chairman of the Board
Amdocs Limited
Hirzel House, Smith Street
St. Peter Port
Island of Guernsey
GY1 2NG

 Re: Amdocs Limited
  Form 20-F for the Fiscal Year Ended September 30 , 2016
  Filed December 12 , 2016
  File No. 1-14840

Dear Mr. Minicucci :

We have limited our review of your filing to your contacts with countries that have been
identified as state sponsors of terrorism, and we have the following comments.  Our review with
respect to this issue does not preclude further review by the Assistant Director group with respect
to other issues.   In our comments , we ask you to provide us with information so we may bette r
understand your disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstance s, please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

General

1. Section 5.08(b) of a December 12, 2014 credit agreement that you filed as Exhibit 99.1 to
a Form 6 -K indicates that in limited circumstances you may engage in business in  Syria
and Sudan .  Syria and Sudan are designated by the U.S. Department of State as state
sponsors of terrorism and are subject to U.S. economic sanctions and export controls.
Your Form 20 -F does not pro vide disclosure about those countries.  Please describe to us
the nature and extent of any past, current, and anticipated contacts with Syria and Sudan,
whether through subsidiaries, affiliates, resellers, customers, or other direct or indirect
arrangement s.  For instance, you identify Deutsche Telekom as a customer.  We located a
news article reporting that you received certification by Huawei for the delivery of a pre -

Robert A. Minicucci
Amdocs Limited
 March 6 , 2017
 Page 2

 integrated network fulfillment solution for the Huawei U2000 network management
system.  Both Deutsche Telekom and Huawei have been reported to do business in Syria
and/or Sudan.  You should describe any products, components, technology or services
you have provided to Syria or Sudan, directly or indirectly, and any agreements,
commercial arr angements or other contacts with the governments of those countries or
entities they control.

2. Please discuss the materiality of any contacts with Syria and Sudan you describe in
response to the comment above, and whether those contacts constitute a mater ial
investment risk for your security holders.  You should address materiality in quantitative
terms, including the approximate dollar amounts of any associated revenues, assets, and
liabilities for the last three fiscal years and the subsequent interim period .  Also, address
materiality in terms of qualitative factors that a reasonable investor would deem
important in making an investment decision, including the potential impact of corporate
activities upon a company’s reputation and share value.  Variou s state and municipal
governments, universities, and other investors have proposed or adopted divestment or
similar initiatives regarding investment in companies that do business with U.S. -
designated state sponsors of terrorism.  You should address the pot ential impact of the
investor sentiment evidenced by such actions directed toward companies that have
operations associated with Syria and Sudan.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disc losures, notwithstanding any review, comments, action or absence of
action by the staff.

You may contact Jennifer Hardy, Special Counsel, at (202) 551 -3767 or me at (202) 551 -
3470 if you have any questions about the comments or our review.

Sincerely,

 /s/ Cecilia Bl ye

Cecilia Blye, Chief
Office of Global Security Risk

 cc:  Matthew E Smith
  Secretary
  Amdocs Limited

  Barbara Jacobs
  Assistant Director
  Division of Corporation Finance

April  14, 2014

Via E -mail
Tamar Rapaport -Dagim
Chief Financial Officer
Amdocs Limited
1390 Timberlake Manor Parkway
Chesterfield, MO 63017

Re: Amdocs Limited
 Form 20-F for the Fiscal Year Ended September 30, 2013
Filed December 9, 2013
File No. 00 1-14840

Dear Ms. Rapaport -Dagim :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United  States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Patrick Gilmore

Patrick Gilmore
Accounting Branch Chief

CORRESP
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CORRESP

 Jason L. Kropp

+1 617 526 6421 (t)

 +1 617 526 5000
(f)

 jason.kropp@wilmerhale.com

 FOIA
Confidential Treatment Request

 The entity requesting confidential treatment is:

Amdocs Limited

 c/o Amdocs, Inc.

1390 Timberlake Manor Parkway

 Chesterfield, MO 63017

 Attn: Elizabeth W. McDermon

 Secretary, Amdocs
Limited

 314-212-8328

 April 3, 2014

VIA EDGAR AND HAND DELIVERY

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, DC 20549

 Attention: Patrick Gilmore

Re:
Amdocs Limited

 Form 20-F for the Fiscal Year Ended September 30, 2013

Filed December 9, 2013

File No. 001-14840

 Ladies and
Gentlemen:

 On behalf of our client Amdocs Limited (“Amdocs” or 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 March 11, 2014 from Mr. Patrick Gilmore, Accounting Branch Chief. The comment
letter relates to the Company’s Annual Report on Form 20-F for the fiscal year ended September 30, 2013 filed December 9, 2013 (the “Form 20-F”).

As discussed with Ms. Sweeney, this letter repeats the text of our March 25, 2014 letter on this subject; however, we have limited the scope of the
Company’s Rule 83 confidential treatment request.

 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.

 Wilmer Cutler Pickering
Hale and Dorr LLP, 60 State Street, Boston, Massachusetts 02109

Beijing  Berlin  Boston  Brussels  Denver  Frankfurt  London  Los
Angeles  New York  Oxford  Palo Alto  Waltham  Washington

 U.S. Securities and Exchange Commission

April 3, 2014

 Page 2

 Form 20-F for the Fiscal Year Ended September 30, 2013

Consolidated Financial Statements

 Note 16 –
Contingencies

 Legal Proceedings, page F-29

1.
We note recent news articles regarding pending proceedings and arbitration with T-Jat Systems (2006) Ltd. Please provide us with a summarized timeline of the significant events pertaining to this matter. Tell us
how you evaluated any related contingent loss disclosures related to this matter considering the guidance in ASC 450-20-50.

Response:
T-Jat Systems (2006) Ltd. (“T-Jat”) is a small Israeli company with fewer than a dozen employees. The following is a summarized timeline of significant events regarding pending proceedings and arbitration
with T-Jat through the date of this letter. The Company believes that various recent public and media reports concerning these proceedings contain numerous factual inaccuracies and do not fairly present the matters at issue.

District Court Litigation

 On
July 31, 2013, T-Jat sued Amdocs Software Systems Limited, the Company, Amdocs Inc., and Singapore telecommunications carrier Singapore Telecommunications Limited (“SingTel”) in the District Court for the Southern District of New
York. T-Jat initially sought a temporary restraining order (“TRO”) and preliminary injunction prohibiting the marketing and sale of several Amdocs products, including software for a downloadable cell-phone app called
“LoopMe” (which had been delivered to SingTel), as well as software for a separate downloadable cell-phone app called “UC.” The District Court issued a two-week TRO relating to discovery issues (which has since expired), but
did not enjoin any sale of Amdocs’ products. The District Court litigation has been stayed pending resolution of the arbitration between T-Jat and Amdocs discussed below.

AAA/ICDR Arbitration

 On
September 4, 2013, T-Jat filed a demand for arbitration with the American Arbitration Association International Centre for Dispute Resolution against Amdocs Software Systems Limited, and as of November 8, 2013, against Amdocs Software
Systems Limited, the Company and Amdocs, Inc. T-Jat has asserted claims for breach of contract, copyright infringement, trade secret misappropriation, unfair competition, unjust enrichment, and tortious interference with prospective business
advantage. Amdocs has asserted counterclaims for breach of the covenant of good faith and fair dealing and tortious interference with prospective business relations.

 U.S. Securities and Exchange Commission

April 3, 2014

 Page 3

 Rule 83 Confidential Treatment Request by Amdocs Limited Request #1

[**].

 Hearing - Accused
Amdocs Products. There were two accused products at issue in the hearing: LoopMe (for SingTel Singapore) and UC (Amdocs’ generic unified communications platform). The LoopMe app was developed by Amdocs for SingTel. A
contract between Amdocs and T-Jat covered the development by T-Jat of portions of the back-end server used to support the LoopMe app. T-Jat claims that Amdocs breached the contract by allowing LoopMe to be distributed by SingTel subsidiary,
SingTel Idea Factory, and also by allowing the app to be distributed “over the top” (i.e., to users worldwide, including users who were not SingTel cell-phone network subscribers). Amdocs counters that the OEM agreement does not
restrict which SingTel entity is allowed to distribute LoopMe, and that the OEM agreement covers world-wide distribution of the app given that it provided a “perpetual” license to Amdocs for an “unlimited number of users for
use.”

 Regarding the UC product, T-Jat contends that Amdocs committed copyright and trade secret violations when it developed a
competitor product to LoopMe, UC. T-Jat’s copyright claim is based on its U.S. Registered Copyright to source code that had been written for portions of LoopMe. Amdocs contends that T-Jat has not shown literal or non-literal copying
of any T-Jat source code, algorithms, or other proprietary information. T-Jat also asserted misappropriation of nine purported trade secrets against Amdocs – Amdocs argues that T-Jat has failed to identify those trade secrets with
particularity, failed to show that the trade secrets were protectable, and also failed to show any copying or misappropriation of any trade secret.

Hearing - Amdocs’ Counterclaims. Amdocs presented evidence to support its counterclaims that T-Jat filed the initial lawsuit
on July 31, 2013 in a deliberate attempt to cause damage to Amdocs and its relationship with SingTel. Amdocs showed evidence that T-Jat made material misrepresentations in its District Court filings. [**].

Hearing – T-Jat’s Damages. [**], after the filing of the Company’s Annual Report on
20-F. [**]. Amdocs put forth evidence that T-Jat is entitled to, at best, nominal damages for LoopMe because there were only a total of 755 downloads of the (free) LoopMe app from all carriers, the app was made available by SingTel only
through Apple and Google app stores (and downloaders of the app

 U.S. Securities and Exchange Commission

April 3, 2014

 Page 4

had to register with SingTel), and the app was only functional for a few weeks before being shut down by SingTel. T-Jat did not provide legal support for the argument that a single download
of a free app using a carrier could be compensable by an award of[**].

 [**]. Amdocs further argued that there have been no other
sales of UC or related products, and thus there is no basis for any further damages for UC. T-Jat has again not provided legal support for the argument that it is entitled to damages based on products that have never been commercialized and
sales that have not yet been made.

 T-Jat has also sought injunctive relief against the UC product. Amdocs has argued that no injunctive
relief is warranted because T-Jat’s claims are meritless, and even in the remote possibility they had merit, T-Jat cannot show irreparable harm because they are seeking damages for the same purported injury.

Next steps. [**]

 Amdocs Limited
respectfully requests that the bracketed information contained in Request #1 be treated as confidential information and that the Commission provide timely notice to Elizabeth W. McDermon, Secretary, Amdocs Limited, c/o Amdocs, Inc., 1390 Timberlake
Manor Parkway, Chesterfield, MO 63017, telephone 314-212-8328, before it permits any disclosure of the bracketed information contained in Request #1.

Evaluation of Disclosure

Amdocs considers legal contingencies in the preparation and filing of its annual and quarterly financial statements. It does so in accordance
with ASC 450-20 to determine whether there are any loss contingencies that could have a material impact on its consolidated financial position, results of operations or cash flows and, if so, whether such loss contingencies are probable or
reasonably possible and whether this loss or range of losses can be reasonably estimated. Based on the these considerations and in accordance with ASC 450-20, Amdocs determines whether a loss accrual and/or a loss contingency disclosure are
required.

 With respect to each known legal proceeding, Amdocs, together with its external legal advisors, makes an initial assessment of
the proceeding, including the claims alleged, any specified demand for damages and other relevant factors, to determine the likelihood that the matter could have a material impact on its consolidated financial statements. This initial assessment is
updated at least quarterly based on procedural and other developments in the case, such as the discovery process, factual investigation of the claims, legal analysis, motion proceedings, settlement discussions and reports of expert witnesses.

 U.S. Securities and Exchange Commission

April 3, 2014

 Page 5

 As part of the Company’s quarterly closing process, members of the
legal department meet with members of the finance department to review, among other things, Amdocs’ existing loss accruals for identified legal proceedings and to assess, whether any changes to existing loss accruals or any new loss accruals
are needed, and whether a disclosure or a change to a previously disclosed contingency is required. This meeting also takes into account advice provided by the Company’s external legal advisors. The conclusion is then reviewed and approved by
the Company’s Group Controller and General Counsel. The Company continues to monitor developments in the pending proceedings through the financial statements’ filing date and considers the need for disclosures.

For the T-Jat matter, Amdocs followed its processes as described above. Consistent with these processes, Amdocs determined, prior to the
filing of its Annual Report on Form 20-F (and, subsequently, prior to the filing of its Quarterly Report on Form 6-K for the fiscal quarter ended December 31, 2013), that T-Jat does not have legal or factual support for its requested damages
and that the likelihood of an excessive damages award is, at best, remote. Amdocs believed at the time of the filing of its Annual Report on 20-F, and it continues to believe, that both the range of reasonably possible losses and a realistic
worst-case assessment of damages in this matter are not material to the Company’s financial condition and, accordingly, no financial statement disclosure was required. (Amdocs had revenue of $3.35 billion, net income of $412.4 million and cash
flows from operations of $670.5 million in the fiscal year ended September 30, 2013.).

 The Company will continue to carefully
monitor the developments of this claim and will make all the necessary disclosures in its consolidated financial statements if the estimated loss or range of loss becomes material.

2.
You disclose that the Company believes that the results of any such contingencies, either individually or in the aggregate, will not have a material adverse effect on the Company’s financial position,
results of operations or cash flows. Please tell us what consideration was given to disclosing an estimate of reasonably possible losses in excess of amounts accrued, if material, or that such an estimate of the possible loss or range of loss cannot
be made. Refer to paragraphs 3 through 5 of ASC 450-20-50.

 Response: In evaluating whether a contingency should
be disclosed, the Company considers the guidance in paragraphs 3 through 5 of ASC 450-20-50, which requires a contingency to be disclosed if there is at least a reasonable possibility that a loss or an additional loss may have been incurred, and
either an accrual is not made because any of the conditions in paragraph 450-20-25-2 are not met, or an exposure to loss exists in excess of the amount accrued, pursuant to the provision of paragraph 450-20-30-1. At the time when it filed the 2013
20-F,

 U.S. Securities and Exchange Commission

April 3, 2014

 Page 6

the Company determined there were no contingent losses, either accrued or reasonably possible of loss that could have a material adverse impact on its results of operations, financial condition,
or cash flows, which required disclosure.

 The Company’s process in determining whether a potential loss contingency is to be
accrued or disclosed under ASC 450, includes considering such matters as the procedural status and developments of legal proceedings, any specified demands for damages, opinions of third-party experts, documentary evidence and testimony of
witnesses, potential opportunities to dispose of the matter before trial (for example, a motion to dismiss or summary judgment), the status of, or likelihood for engaging in, mediation proceedings, the amount of time remaining before trial,
arbitration or mediation, the status and course of discovery, an assessment of recent decisions in comparable cases, if any, whether the parties have made any settlement offers, Amdocs’ judgment about the reasonableness of such offers, and the
input of internal and outside legal counsel concerning the likelihood of success at trial or in arbitration and potential damages.

 * * * *
*

 Lastly, as requested by the Staff, the Company acknowledges that:

•

the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please do not hesitate to contact the undersigned (617-526-6421) or Robert A. Schwed (212-937-7276) of this firm with any questions regarding this response
letter.

 Very truly yours,

 /s/ Jason L. Kropp

Jason L. Kropp

CORRESP
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Response Letter

 March 28, 2014

Jason L. Kropp

 VIA EDGAR SUBMISSION

U.S. Securities and Exchange Commission

 +1 617 526 6421 (t)

+1 617 526 5000 (f)

jason.kropp@wilmerhale.com

 Division of Corporation Finance

100 F. Street, N.E.

 Washington, DC 20549

Attention: Geoffrey D. Kruczek

 Re: Amdocs Limited, SC
TO-I

 Ladies and Gentlemen:

 On behalf of our client
Amdocs Limited (“Amdocs” or the “Company”), submitted herewith for filing is Amendment No. 1 (“Amendment No. 1”) to the Schedule TO filed March 14, 2014 (“Schedule TO”).

Amendment No. 1 is being filed in response to comments contained in an email dated March 24, 2014 from Geoffrey D. Kruczek of the Staff (the
“Staff”) of the Securities and Exchange Commission (the “Commission”) to Robert A. Schwed of this firm. The responses set forth below are based upon information provided to us by representatives of the Company. For convenient
reference, we have included below each of the Staff’s comments set forth in the comment letter. Where appropriate, the Company has responded to the Staff’s comments by making changes to the disclosure in the Schedule TO as set forth in
Amendment No. 1.

1.
The initial paragraph to the Summary Term Sheet states that the disclosure is not complete. It should be revised to state, for example, that it may not contain all information important to all note holders.

Response:

The Company has revised page 2 of the Offer to Purchase in response to this comment.

2.
The disclosure under the caption “Determination of Validity” on page 12 should be revised to state that holders can challenge the issuer’s conclusions in a court of competent jurisdiction.

Response:

The Company supplemented the first paragraph under the sub-heading “Determination of Validity” on page 12 of the Offer to Purchase in response to this comment.

3.
The disclosure in the second paragraph on page 18 under “Miscellaneous” should be revised to be consistent with Rule 13e-4(f)(9).

Response:

The Company has modified the second paragraph on page 18 of the Offer to Purchase in response to this comment.

 U.S. Securities and Exchange Commission

March 28, 2014

 Page 2

4.
The disclosure in Item 6 of Schedule TO seems to be missing a response to Item 1006(c)(10) of Regulation M-A.

Response:

The Company has revised Item 6 of Schedule TO in response to this comment.

5.
The back-end withdrawal date seemed to be off (May 12 vs. May 8).

Response:

The Company has modified the withdrawal date in response to this comment.

6.
The reference to the PSLRA safe harbor in Exhibit 99(a)(5)(i) should be deleted.

Response:

On behalf of Amdocs, we understand that the Private Securities Litigation Reform Act of 1995 and its safe harbor provision are not applicable to this tender offer and confirm that in all future statements made by Amdocs in
connection with this tender offer, Amdocs shall exclude references to the Private Securities Litigation Reform Act of 1995 or its safe harbor provision.

 * * * * *

Please do not hesitate to contact the undersigned (617-526-6421) or Robert A. Schwed (212-937-7276) of this firm with any questions regarding this response
letter.

 Very truly yours,

 /s/ Jason L. Kropp

Jason L. Kropp

CORRESP
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SEC Letter

 Jason L. Kropp

+1 617 526 6421 (t)

 +1 617 526 5000
(f)

 jason.kropp@wilmerhale.com

Confidential Treatment Request Under Rule 83

The entity requesting confidential treatment is:

Amdocs Limited

 c/o Amdocs, Inc.

1390 Timberlake Manor Parkway

 Chesterfield, MO 63017

 Attn: Elizabeth W. McDermon

 Secretary, Amdocs
Limited

 314-212-8328

 March 25, 2014

VIA EDGAR AND HAND DELIVERY

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, DC 20549

 Attention: Patrick Gilmore

Re:
Amdocs Limited

 Form 20-F for the Fiscal Year Ended September 30, 2013

Filed December 9, 2013

File No. 001-14840

 Ladies and
Gentlemen:

 On behalf of our client Amdocs Limited (“Amdocs” or 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 March 11, 2014 from Mr. Patrick Gilmore, Accounting Branch Chief. The comment
letter relates to the Company’s Annual Report on Form 20-F for the fiscal year ended September 30, 2013 filed December 9, 2013 (the “Form 20-F”).

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.

 U.S. Securities and Exchange Commission

March 25, 2014

 Page 2

Form 20-F for the Fiscal Year Ended September 30, 2013

Consolidated Financial Statements

 Note 16 –
Contingencies

 Legal Proceedings, page F-29

1.
We note recent news articles regarding pending proceedings and arbitration with T-Jat Systems (2006) Ltd. Please provide us with a summarized timeline of the significant events pertaining to this matter. Tell us
how you evaluated any related contingent loss disclosures related to this matter considering the guidance in ASC 450-20-50.

 Rule 83
Confidential Treatment Request by Amdocs Limited Request #1

 Response: [**]

Amdocs Limited respectfully requests that the information contained in Request #1 be treated as confidential information and that the Commission provide
timely notice to Elizabeth W. McDermon, Secretary, Amdocs Limited, c/o Amdocs, Inc., 1390 Timberlake Manor Parkway, Chesterfield, MO 63017, telephone 314-212-8328, before it permits any disclosure of the underlined information contained in Request
#1.

2.
You disclose that the Company believes that the results of any such contingencies, either individually or in the aggregate, will not have a material adverse effect on the Company’s financial position, results of
operations or cash flows. Please tell us what consideration was given to disclosing an estimate of reasonably possible losses in excess of amounts accrued, if material, or that such an estimate of the possible loss or range of loss cannot be made.
Refer to paragraphs 3 through 5 of ASC 450-20-50.

 Rule 83 Confidential Treatment Request by Amdocs Limited Request #2

Response: [**]

 Amdocs Limited respectfully
requests that the information contained in Request #2 be treated as confidential information and that the Commission provide timely notice to Elizabeth W. McDermon, Secretary, Amdocs Limited, c/o Amdocs, Inc., 1390 Timberlake Manor Parkway,
Chesterfield, MO 63017, telephone 314-212-8328, before it permits any disclosure of the underlined information contained in Request #2.

* * * * *

 Lastly, as requested by the Staff,
the Company acknowledges that:

•

the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

 U.S. Securities and Exchange Commission

March 25, 2014

 Page 3

•

Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please do not hesitate to contact the undersigned (617-526-6421) or Robert A. Schwed
(212-937-7276) of this firm with any questions regarding this response letter.

Very truly yours,

 /s/ Jason L. Kropp

Jason L. Kropp

March 11, 2014

Via E -mail
Tamar Rapaport -Dagim
Chief Financial Officer
Amdocs Limited
1390 Timberlake Manor Parkway
Chesterfield, MO 63017

Re: Amdocs Limited
 Form 20-F for the Fiscal Year Ended September 30, 2013
Filed December 9, 2013
File No. 00 1-14840

Dear Ms. Rapaport -Dagim :

We have reviewed your filing an d have the following comments .  In some of our
comments , we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide th e requested
response.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you prov ide in
response to these comment s, we may have  additional comments.

Form 20 -F for the Fiscal Year Ended September 30, 2013

Consolidated Financial Statements

Note 16 – Contingencies

Legal Proceedings, page F -29

1. We note recent news articles regarding pending proceedings and arbitration with T-Jat
Systems (2006) Ltd .  Please provide us with a summarized  timeline of the significant
events pertaining to this matter.  Tell us how you evaluated any related contingent l oss
disclosures related to this matter considering the guidance in ASC 450 -20-50.

2. You disclose that the Company believes that the results of any such contingencies, either
individually or in the aggregate, will not have a material adverse effect on the C ompany’s

Tamar Rapaport -Dagim
Amdocs Limited
March 11, 2014
Page 2

 financial position, results of operations or cash flows.  Please t ell us what consideration
was given to disclosing an estimate of reasonably possible losses in excess of amounts
accrued, if material, or that such an estimate of the possible loss or range of loss cannot
be made.  Refer to paragraphs 3 through 5 of ASC 450 -20-50.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities  Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have ma de.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws o f the United States.

You may contact Joyce Sweeney, Staff Accountant , at (202) 551 -3449  if you have
questions regarding these comments.   If you require further assistance, do not hesitate  to contact
me at (202) 551 -3406 .

Sincerely,

 /s/ Patrick Gilmore

Patrick Gilmore
Accounting Branch Chief

April 4, 2011
 Via Facsimile

Mr. Thomas G. O’Brien Treasurer and Secretary  Amdocs Limited 1390 Timberlake Manor Parkway Chesterfield, Missouri 63017
Re: Amdocs Limited
 Form 20-F for the Fiscal Year Ended September 30, 2010
Filed December 7, 2010 Amendment No. 1 to Form 20-F for the Fisc al Year Ended
September 30, 2010
  Filed December 9, 2010
File No. 001-14840

Dear Mr. O’Brien:
We have completed our review of your Form 20-F and related filings and have no further
comments at this time on the specific issues raised.
Sincerely,
   /s/ Patrick Gilmore

Patrick Gilmore Accounting Branch Chief

CORRESP
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corresp

March 22, 2011

By EDGAR Submission

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Mail Stop 4561

Washington, DC 20549

Attention: Jaime John

    Re:

     Amdocs Limited

Form 20-F for the Fiscal Year Ended September 30, 2010

Filed December 7, 2010

File No. 001-14840

Ladies and Gentlemen:

This letter is in response to the letter to Amdocs Limited (“Amdocs” or the “Company”) dated March
8, 2011 from Patrick Gilmore, Accounting Branch Chief, on behalf of the Staff (the “Staff”) of the
U.S. Securities and Exchange Commission (the “Commission”), to Thomas G. O’Brien, Treasurer and
Secretary of Amdocs. The comment letter relates to the Company’s Annual Report on Form 20-F for
the fiscal year ended September 30, 2010 filed December 7, 2010, as amended (the “Form 20-F”).

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.

As noted in our letter dated February 9, 2011, the Company has not prepared an amendment to the
Form 20-F because the Company believes that any amendments filed to address the Staff’s comments
relate to matters that are not individually or in the aggregate material to investors and that any
such amendment would, on the whole, be more confusing than useful to investors and others.

General

1. We note that your response includes the representations requested at the end of our prior
comment letter but that your response was signed by Mr. Robert Schwed, your outside counsel, and
was issued on the outside counsel letterhead. Please confirm that Mr. Schwed is authorized to act
as your agent.

U.S. Securities and Exchange Commission

March 22, 2011

Page 2

    Response:

    The Company had authorized Mr. Schwed to act as its agent in this regard; however,
in response to the Staff’s comment, the Company has made the requested representations
under its own letterhead under separate cover.

Form 20-F for the Fiscal Year Ended September 30, 2010

Item 8. Financial Information

Note 2 — Summary of Significant Accounting Policies

Revenue Recognition, page F-11

2. We note that your response to prior to comment 2 indicates that you determine VSOE of fair value
when a “substantial majority of standalone deals in the study fall within a range of plus or minus
15% from the midpoint.” Please tell us what percentage you believe represents a “substantial
majority” and why you believe that percentage constitutes a range that is sufficiently clustered to
support a conclusion that VSOE of fair value exists. Additionally, describe how you determine VSOE
of fair value for arrangement that are outside of the range.

    Response:

    As communicated in the Company’s response letter to the Staff dated February 9,
2011, the Company establishes VSOE of fair value for its on-going support and
maintenance services based on the price that is charged when such elements are sold
separately.

    In calculating VSOE for these services, the Company believes that prices are
sufficiently clustered within an appropriate range by requiring that a high
percentage of all relevant standalone sales fall within a reasonable
percentage (plus or minus) of the established VSOE value. The Company’s
minimum threshold requirement is that at least 70% of all the standalone
sales in the period fall within a range of plus or minus 15% of the
established VSOE value.

    The percentages of standalone sales for on-going support and maintenance
services that have fallen into the 15% range have been fairly constant over
the last several years. In fiscal 2010 and 2009, 71%-75% and 70%-83%,
respectively, of the standalone sales of the various strata of on-going
support and maintenance services have been within the specified range of
the VSOE value.

    The Company notes that “substantial majority” is not a defined phrase in the
authoritative accounting guidance, and therefore the determination of VSOE
of fair value requires the application of reasonable judgment in

U.S. Securities and Exchange Commission

March 22, 2011

Page 3

    deciding
upon the appropriate percentage of standalone sales that falls within
a narrow range of pricing.
The Company notes that some common interpretations of “substantial majority”
range from two-thirds (66%) to as high as 80% of a population. Therefore the
Company believes that, for purposes of establishing VSOE of fair value, it
is reasonable to conclude that a “substantial majority” falls within this
percentage range. In making this determination, the Company considered all
the relevant facts and circumstances surrounding these transactions,
including but not limited to, the pricing strategies for each element, the
trend and consistency in pricing for each element, and the reasons for any
prices outside the Company’s historical range of VSOE for a particular
element. Based on these factors and giving due consideration to common
interpretations of “substantial majority”, the Company concluded that, at a
minimum, 70% of its standalone sales in the period must fall within a range
of plus or minus 15% of the established VSOE value in order to constitute a
range that is sufficiently clustered to support a conclusion that VSOE of
fair value exists.

    The Company’s VSOE rates are used to allocate revenue consideration to the
identified deliverables in multiple element arrangements. In instances
where the amounts stated in a particular contract are not within the VSOE
range, the Company has used the midpoint within the VSOE range to allocate
revenue between the identified deliverables specified in the contract. The
Company notes that arrangements in which the stated contract price of an
undelivered element was higher than the VSOE range have been rare and the
use of the midpoint has not resulted in any significant differences in the
allocation of revenue to the various identified elements within these
arrangements or the timing of revenue recognition.

    The application of the Company’s VSOE methodology and the VSOE rates that
were established under such methodology remain consistent from period to
period.

* * * * *

U.S. Securities and Exchange Commission

March 22, 2011

Page 4

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

CORRESP
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corresp

March 22, 2011

By EDGAR Submission

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Mail Stop 4561

Washington, DC 20549

Attention: Jaime John

    Re:

     Amdocs Limited

Form 20-F for the Fiscal Year Ended September 30, 2010

Filed December 7, 2010

File No. 001-14840

Ladies and Gentlemen:

     On behalf of Amdocs Limited (the “Company”), please find below an acknowledgment of the
Company as requested by the Staff (the “Staff”) of the U.S. Securities and Exchange Commission (the
“Commission”) in the letter dated January 26, 2011 from Patrick Gilmore, Accounting Branch Chief,
of the U.S. Securities and Exchange Commission (the “Commission”), to Thomas G. O’Brien, Treasurer
and Secretary of Amdocs.

     In the comment letter, the Staff requested that the Company acknowledge certain matters with
respect to the filing. Specifically, the Staff provided the following comment:

     We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange
Act of 1934 and applicable Exchange Act rules require. Since the company and its management
are in possession of all facts relating to a company’s disclosure, they are responsible for
the accuracy and adequacy of the disclosures they have made.

     In responding to our comments, please provide a written statement from the company
acknowledging that:

    •

    the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

    •

    staff comments or changes to disclosure in response to staff comments do
not foreclose the Commission from taking any action with respect to the
filing; and

U.S. Securities and Exchange Commission

March 22, 2011

Page 2

    •

    the company may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws
of the United States.

     By this letter, the Company hereby acknowledges that:

    •

    the Company is responsible for the adequacy and accuracy of the
disclosure in the filing;

    •

    staff comments or changes to disclosure in response to staff comments do
not foreclose the Commission from taking any action with respect to the
filing; and

    •

    the Company may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws
of the United States.

* * * * *

U.S. Securities and Exchange Commission

March 22, 2011

Page 3

     Please do not hesitate to contact the undersigned at 314-212-8383 with any questions regarding this
response letter or the above acknowledgement.

    Very truly yours,

    /s/ Thomas G. O’Brien

    Thomas G. O’Brien

    Secretary and Treasurer

March 8, 2011
 Via Facsimile

Mr. Thomas G. O’Brien Treasurer and Secretary  Amdocs Limited 1390 Timberlake Manor Parkway Chesterfield, Missouri 63017
Re: Amdocs Limited
 Form 20-F for the Fiscal Year Ended September 30, 2010
Filed December 7, 2010 File No. 001-14840

Dear Mr. O’Brien:
 We have reviewed your letter dated Februa ry 9, 2011 in connection with the above-
referenced filing and have the following comment.  In our comment, we may ask you to provide
us with information so we may better understand your disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comment applies to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to this comment, we may have addi tional comments.  Unless otherwise noted, where
prior comments are referred to they refe r to our letter dated January 26, 2011

General

 1. We note that your response includes the repres entations requested at the end of our prior
comment letter but that your response was signed by Mr. Robert Sc hwed, your outside
counsel, and was issued on the outside couns el letterhead.  Please confirm that Mr.
Schwed is authorized to act as your agent.

 Mr. Thomas G. O’Brien Amdocs Limited March 8, 2011 Page 2
 Form 20-F for the Fiscal Year Ended September 30, 2010

Item 8. Financial Information
 Note 2 – Summary of Significant Accounting Policies

 Revenue Recognition, page F-11

2. We note that your response to prior commen t 2 indicates that you determine VSOE of
fair value when a “substantial majority of sta ndalone deals in the study fall within a range
of plus or minus 15% from th e midpoint.”  Please tell us  what percentage you believe
represents a “substantial majority” and w hy you believe that percentage constitutes a
range that is sufficiently cluste red to support a conclusion that VSOE of fair value exists.
Additionally, describe how you determine VSOE of fair value for arrangements that are
outside of the range.   You may contact Jaime John at (202) 551-3446 if you have questions regarding
comments on the financial statements and relate d matters.  Please contact me at (202) 551-3406
with any other questions.
Sincerely,
   /s/ Patrick Gilmore
Patrick Gilmore Accounting Branch Chief

CORRESP
1
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corresp

    February 9, 2011

    Robert A. Schwed

    VIA EDGAR AND HAND DELIVERY

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, DC 20549

Attention: Patrick Gilmore

    +1 212 937 7276(t)

+1 212 230 8888(f)

robert.schwed@wilmerhale.com

    Re:

    Amdocs Limited

Form 20-F for the Fiscal Year Ended September 30, 2010

Filed December 7, 2010

Amendment No. 1 to Form 20-F for the Fiscal Year Ended

September 30, 2010

Filed December 9, 2010

File No. 001-14840

Ladies and Gentlemen:

On behalf of our client Amdocs Limited (“Amdocs” or 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 January 26, 2011 from Mr. Patrick
Gilmore, Accounting Branch Chief. The comment letter relates to the Company’s Annual Report on
Form 20-F for the fiscal year ended September 30, 2010 filed December 7, 2010 (the “Form 20-F”) and
the Company’s Amendment No. 1 to the Form 20-F filed December 9, 2010 (the “Amended Form 20-F”).

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 an amendment to the Form 20-F or the Amended Form 20-F because the
Company believes that any amendments filed to address the Staff’s comments relate
to matters that are not individually or in the aggregate material to investors and that any such amendments would, on the whole, be more confusing than useful to investors and others.

Form 20-F for the Fiscal Year Ended September 30, 2010

Item 5. Operating and Financial Review and Prospects

    1.

    We note the disclosure in your Form 6-K filed on November 4, 2010 regarding the suspension of
a portion of Clearwire’s implementation program. We further note that
you anticipate that this suspension will put “pressure on [y]our profitability.” Please
tell

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

Beijing   Berlin   Boston   Brussels   Frankfurt   London   Los Angeles   New York   Oxford
  Palo Alto   Waltham   Washington

U.S. Securities and Exchange Commission

February 9, 2011

Page 2

    us how you considered disclosing whether this event is reasonably likely to have a
material unfavorable impact on future revenues, gross margin or operating income and how you
considered including a discussion of this event in your Form 20-F. Refer to Section III.B.3
of Release No. 33-8350 for additional guidance.

    Response:

     Shortly prior to November 4, 2010, the earnings press release date, the Company
became aware of the change in Clearwire’s business priorities, and was notified by
Clearwire that a portion of the implementation program had been suspended, thus
creating uncertainty as to the Company’s profitability in the short term until the
re-scoping of the agreement could be concluded. In its guidance for the first quarter
of fiscal 2011, the Company reflected this development as was disclosed in the Form 6-K
filed on November 4, 2010.

    In its decision not to include a detailed discussion of the Clearwire
situation in the Operating and Financial Review and Prospects section of the
Form 20-F, the Company took into account the following considerations:

    –

    The uncertainty was expected to affect
primarily near-term profitability, mainly in the first quarter of
fiscal 2011, resolution of which was dependent on the re-scoping of
the agreement and any required cost adjustments;

    –

    The suspension of the Clearwire agreement
related only to a certain portion of the agreement, which would not
have a material impact on the Company’s revenue in fiscal 2011;

    –

    Furthermore, the Clearwire contract
suspension was a result of a change in Clearwire’s business priorities
and is limited to Clearwire. It has had, and is expected to have, no
impact on the Company’s business with its other customers.

    Therefore, the Company concluded that a material effect on its liquidity,
capital resources or results of operations was not reasonably likely to
occur and no additional disclosure was required in the Form 20-F.

    Furthermore, although the resolution of the Clearwire agreement was made
following the filing of the Form 20-F and was not part of the Company’s
considerations regarding the required disclosure in the Form 20-F, eventually,
during December 2010, the Company successfully re-scoped its contract with
Clearwire to address the changes in the customer’s strategic direction. The
Company continues to support Clearwire’s entire subscriber
base and to maintain a strong, long-term managed services relationship.

U.S. Securities and Exchange Commission

February 9, 2011

Page 3

    The impact of the re-scoping was not material to the Company and was consistent
with the considerations listed above.

Item 8. Financial Information

Financial Statements

Note 2 — Summary of Significant Accounting Policies

Revenue Recognition, page F-11

    2.

    We note that you allocate revenue in your arrangements with multiple deliverables based upon
vendor-specific objective evidence (“VSOE”). We further note your disclosure on page 39 that
VSOE is based on normal pricing and discounting practices when elements are sold separately.
Please describe, in detail, your methodology and assumptions for establishing VSOE of fair
value. In your response, as it relates to on-going support services and maintenance, describe
the process used to evaluate the various factors that affect how you establish VSOE of fair
value. For instance, does the price charged for the on-going support services and maintenance
vary from customer to customer? If so, please explain how you determined that you can
reasonably estimate the fair value of on going support services and maintenance. In this
regard, if your agreements include stated future renewal rates, tell us what percentage of
your customers actually renew at these stated rates and provide the range of typical renewal
rates that are stated in your contracts. If stated future renewal rates are not included in
your agreements, tell us the percentage range allowed for your pricing of on-going support
services and maintenance that you consider to be representative of VSOE.

    Response:

     When the Company’s arrangements include multiple elements, revenue is allocated to
the various elements based on VSOE of fair value
as defined by ASC 985-605-25-6 and disclosed in the Form 20-F. These multiple element
arrangements typically include a combination of Amdocs offerings of software products
and related services including maintenance and on-going support.

    The Company establishes VSOE of fair value for the separate elements present
in its contracts with customers based on the price that is charged when such
elements are sold separately. The Company has an established history of
selling these separate elements individually. In order to determine that
VSOE of fair value for these elements exists, the Company performs separate
stratified ‘Bell-Shaped Curve’ analysis, as described below, using the
entire population of standalone deals of the separate elements during the
period of the study. This analysis determines VSOE of fair value when a
substantial majority of the standalone deals in the study
fall within a range of plus or minus 15% from the midpoint. The

U.S. Securities and Exchange Commission

February 9, 2011

Page 4

    Company’s VSOE of fair value study is performed on an annual basis and is applied
consistently.

    The Company considers various factors in relation to the pricing of these
elements when analyzing the population of standalone deals. These factors
include: geographic region, differing maintenance support offering by
product type (solution), and pricing points based on size of license deals.
When such factors or pricing patterns are identified, the Company creates
separate strata for the data when performing the ‘Bell-Shaped Curve’
analysis.

    The Company’s maintenance provides its customers with post contract support
including upgrades on a when-and-if-available basis, service packs, bug
fixes and/or corrections and patches as well as web, telephone, email and
help desk services. The Company’s standalone renewals for maintenance
services are typically priced based on a percentage of the license list
price for each software product. The Company’s arrangements generally do not
include stated renewal rates. A large majority of the maintenance services
offered by the Company are performed on its CES solutions; the Company also
provides support for other solutions that make up an insignificant portion
of sales. As a result of the different solutions and varying maintenance
support services between these solutions, the Company identified separate
strata based on product type being supported when performing the
‘Bell-Shaped Curve’ analysis. Additionally, the population of standalone
maintenance renewals used in the study was further stratified within the
Company’s CES solutions as the prices the Company charges vary based on the
size of the license deals being supported. Within these strata the Company
was able to establish VSOE of fair value for the services as a substantial
majority of the standalone deals fell within a range of plus or minus 15%
from the midpoint.

    The Company’s on-going support services typically include post-production
on-site support and development services. The Company’s standalone sales of
on-going support services are priced based on labor units of effort (i.e.
man-month rate or hourly rate). The Company identified three separate strata
for its on-going support services based on the geographic location of the
customer as a result of differences in pricing throughout these regions.
Within these strata the Company was able to establish VSOE of fair value for
the services as a substantial majority of the standalone deals fell within a
range of plus or minus 15% from the midpoint.

U.S. Securities and Exchange Commission

February 9, 2011

Page 5

    3.

    We note your discussion on pages F-13 and F-15 regarding the early adoption of the October
2009 FASB guidance related to revenue arrangements with multiple deliverables. Please address
the following:

    •

    Describe the significant factors, inputs, assumptions, and methods used to determine
third-party evidence of selling price (“TPE”) for the significant deliverables in your
multiple deliverable arrangements. Please update your disclosure in future filings
accordingly. Refer to ASC 605-25-50-2(e).

    •

    Tell us whether you typically determine fair value of the elements in your
arrangements using VSOE, TPE or estimated selling price (“ESP”).

    •

    We note that your policy for determining ESP references “pricing practices” and
“margin objectives.” Please clarify whether you typically apply a gross profit margin
to your estimated costs in order to determine ESP and how gross profit margins and
costs are determined. Refer to ASC 605-25-55-44.

    Response:

    For a majority of the Company’s existing multiple deliverable arrangements, the
Company allocates transaction consideration for purposes of revenue recognition to each
identified unit of accounting based upon its relative fair value, determined using
VSOE. When the Company is not able to establish VSOE for any one of the elements in its
arrangements that are outside the scope of authoritative software revenue recognition guidance, the Company attempts to establish the selling price of that element based
on TPE. However, the Company has not been able to use TPE as its solutions are highly
differentiated and the Company is not able to obtain reliable information on the
offerings of its competitors.

    Accordingly, for individual elements of an arrangement that are outside the scope of authoritative software revenue recognition guidance, when VSOE is
unavailable the Company allocates transaction consideration to each
identified unit of accounting by allowing the use of ESP.

    In determining ESP, the Company considers its common pricing practices
applied to similar deals, which generally uses the costs to provide the
tangible product or service plus a margin. The Company determines the total
cost of the tangible product or service based on its standard pricing
methodologies applied consistently throughout all of its agreements. The
Company also considers the appropriate margins to be applied based on an
analysis of margin objectives as well as historical margins of similar
deals. The determination of ESP is made through consultation with and
approval by management and the methodology for determining ESP is regularly
reviewed to ensure that the best estimate of ESP is used.

U.S. Securities and Exchange Commission

February 9, 2011

Page 6

    In addition, the Company notes that the adoption of the new authoritative guidance for revenue arrangements
with multiple deliverables that are outside the scope of the software revenue recognition guidance did not
have a material impact on its results of operations or financial position in
fiscal 2010.

Note 9 — Goodwill and Intangible Assets, Net, page F-24

    4.

    We note your disclosure on page F-25 regarding your purchased intangible assets. Please tell
us how you considered disclosing the weighted-average amortization period in total and by
major intangible asset class as required by ASC 350-30-50-1.

    Response:

    ASC 350-30-50-1 requires disclosure of the weighted-average amortization period in
total and by major intangible asset class for intangible assets in the period of
acquisition. Since the Company’s acquisitions in fiscal years 2010 and 2009,
individually and in the aggregate, were considered not to be material, the Company did
not provide a disclosure regarding its acquisitions in these years, including the
required disclosure regarding the intangibles assets. Additionally, since the
intangible assets acquired in fiscal years 2010 and 2009 individually and in the
aggregate were considered not to be material, representing 1.6% and 1.0% of the total
assets as of September 30, 2010 and 2009, respectively, the Company did not disclose
the weighted-average amortization period in total and by major intangible assets class
for intangible asset acquired during fiscal 2010 and 2009. The Company notes that it
provided a range for the amortization period for all intangible assets acquired by
major class. The Company also disclosed the estimated future amortization expense for
each of the five succeeding fiscal years and thereafter, for the remaining balance of
total intangible assets. If at the time of future filings the intangible assets
acquired in a particular period are material, the Company will include such disclosure.

Note 11 — Income Taxes, page F-26

    5.

    Please tell us how you considered separately disclosing income before income tax expense for
domestic and foreign operations. Refer to Rule 4-08(h) of Regulation S-X.

    Response:

     The Company is domiciled in the Island of Guernsey (“Guernsey”), and therefore the
Company considers its “domestic” location to be Guernsey. Guernsey has a
zero percent tax rate as shown in the Company’s rate
reconciliation on page F-27 of the Form 20-F. In analyzing the required disclosure of
separately disclosing income before income tax expense for foreign and
domestic operations, the Company took into account the following
considerations:

U.S. Securities and Exchange Commission

February 9, 2011

Page 7

    –

    The Company does not transact business with
any Guernsey customers;

    –

    T

January 26, 2011
 Mr. Thomas G. O’Brien Treasurer and Secretary  Amdocs Limited 1390 Timberlake Manor Parkway Chesterfield, Missouri 63017
Re: Amdocs Limited
 Form 20-F for the Fiscal Year Ended September 30, 2010
Filed December 7, 2010 Amendment No. 1 to Form 20-F for the Fiscal Year Ended
September 30, 2010
  Filed December 9, 2010
File No. 001-14840

Dear Mr. O’Brien:
 We have reviewed your filings and have th e following comments.  Please note that we
have limited our review to only your financial statements and related disclosures.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
            Form 20-F for the Fiscal Year Ended September 30, 2010

 Item 5.  Operating and Financial Review and Prospects

 1. We note the disclosure in  your Form 6-K filed on N ovember 4, 2010 regarding the
suspension of a portion of Clearwire’s impl ementation program. We further note that you
anticipate that this suspension will put “press ure on [y]our profitabil ity.” Please tell us
how you considered disclosing whether this even t is reasonably likely to have a material
unfavorable impact on future revenues, gr oss margin or operating income and how you
considered including a discussion of this ev ent in your Form 20-F.  Refer to Section
III.B.3 of Release No. 33-8350 for additional guidance.

 Mr. Thomas G. O’Brien Amdocs Limited January 26, 2011 Page 2
 Item 8. Financial Information

 Financial Statements

 Note 2 – Summary of Significant Accounting Policies

 Revenue Recognition, page F-11

 2. We note that you allocate revenue in your ar rangements with multiple deliverables based
upon vendor-specific objective evidence (“VSOE”) .  We further note your disclosure on
page 39 that VSOE is based on normal prici ng and discounting practi ces when elements
are sold separately.  Please  describe, in detail, your methodology and assumptions for
establishing VSOE of fair va lue.  In your response, as  it relates to on-going support
services and maintenance, describe the proce ss used to evaluate the various factors that
affect how you establish VSOE of fair value.  For instance, does the price charged for the
on-going support services and maintenance vary  from customer to customer?  If so,
please explain how you determined that you can  reasonably estimate the fair value of on-
going support services a nd maintenance.  In this regard, if your agreements include stated
future renewal rates, tell us what percenta ge of your customers actually renew at these
stated rates and provide the range of typical renewal rates that are stated in your
contracts.  If stated future renewal rates are not included in  your agreemen ts, tell us the
percentage range allowed for your pricing of  on-going support servic es and maintenance
that you consider to be representative of VSOE.
3. We note your discussion on pages F-13 and F- 15 regarding the early  adoption of the
October 2009 FASB guidance related to revenue arrangements with multiple
deliverables.  Please address the following:
 Describe the significant f actors, inputs, assumptions, and methods used to
determine third-party evidence of sell ing price (“TPE”) for the significant
deliverables in your multiple deliverab le arrangements. Please update your
disclosure in future filings accord ingly. Refer to ASC 605-25-50-2(e).

 Tell us whether you typically determine fair value of the elements in your
arrangements using VSOE, TPE or estimated selling price (“ESP”).

 We note that your policy for determining ESP references “pricing practices” and
“margin objectives.”  Please clarify whet her you typically apply a gross profit
margin to your estimated costs in order to determine ESP and how gross profit margins and costs are determined.  Refer to ASC 605-25-55-44.

 Mr. Thomas G. O’Brien Amdocs Limited January 26, 2011 Page 3
 Note 9 – Goodwill and Intangible Assets, Net, page F-24

 4. We note your disclosure on page F-25 regardi ng your purchased intangible assets.  Please
tell us how you considered disclosing the we ighted-average amortiz ation period in total
and by major intangible asset class as required by ASC 350-30-50-1.
 Note 11 – Income Taxes, page F-26

 5. Please tell us how you considered separate ly disclosing income before income tax
expense for domestic and foreign operations. Refer to Rule 4-08(h) of Regulation S-X.

Amendment No. 1 to Form 20-F for the Fiscal Year Ended September 30, 2010

 6. We note that you did not file the certifica tions required under Ru les 13a-14(a) and 15d-
14(a) of the Exchange Act w ith your amendment to the Form 20-F for the fiscal year
ended September 30, 2010.  Please tell us how you considered including the required
certifications in your amended Form 20-F and the reason for omitting such certifications.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

 Mr. Thomas G. O’Brien Amdocs Limited January 26, 2011 Page 4
 You may contact Jaime John at (202) 551-3446 if you have questions regarding
comments on the financial statements and rela ted matters.  Please contact me at (202)
551-3406 with any other questions.

Sincerely,
   /s/ Patrick Gilmore
Patrick Gilmore Accounting Branch Chief

Mail Stop 4561         A p r i l  2 1 ,  2 0 0 9   Dov Baharav Chief Executive Officer Amdocs Limited 1390 Timberlake Manor Parkway Chesterfield, Missouri 63017
Re: Amdocs Limited
 Form 20-F for the Fiscal Year Ended September 30, 2008  File No. 001-14840

Dear Mr. Baharav:

We have completed our review of your Fo rm 20-F and related filings and have no
further comments at this time on the specific issues raised.

Sincerely,

Mark Kronforst Accounting Branch Chief

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)

Mail Stop 4561         March 24, 2009  Dov Baharav Chief Executive Officer Amdocs Limited 1390 Timberlake Manor Parkway Chesterfield, Missouri 63017
Re: Amdocs Limited
 Form 20-F for the Fiscal Year Ended September 30, 2008
Filed December 8, 2008
 File No. 001-14840

Dear Mr. Baharav:

We have reviewed your response letter  dated February 23, 2009 in connection
with the above-referenced filing and have the following comment.  If indicated, we think
you should revise your document in response to this comment.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detaile d as necessary in your explan ation.  In our comment, we
may ask you to provide us with supplemental information so we may better understand
your disclosure.  After reviewing this inform ation, we may raise additional comments.
Unless otherwise noted, where prior comments ar e referred to they refer to our letter
dated February 6, 2009.    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 a llowance 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.

* * * * * * *

Dov Baharav
Amdocs Limited March 24, 2009 Page 2
Please respond to this comment within 10 business days or tell us when you will
provide us with a response.  Please submit all correspondence and supplemental materials
on EDGAR as required by Rule 101 of Regulation S-T.  If you amend your filing(s), you may wish to provide us with marked copies of any amendment to expedite our review.  Please furnish a cover letter that keys your response to our comment and provides any
requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comm ents after reviewing any amendment and
your response to our comment.
 You may contact David Edga r, Staff Accountant, at  (202) 551-3459, Christine
Davis, Assistant Chief Accountant, at ( 202) 551-3408, or me at (202) 551-3451 if you
have questions regarding the above comment.
        S i n c e r e l y ,           Mark Kronforst
Accounting Branch Chief

CORRESP
1
filename1.htm

corresp

    February 23, 2009

    Robert A. Schwed

    By EDGAR Submission

    +1 212 937 7276(t)

    +1 212 230 8888(f)

    robert.schwed@wilmerhale.com

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
February 6, 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
responses below are keyed to the numbering of the comments and the headings used in the Staff’s
letter.

In response to the Staff’s comments regarding our Form 20-F for the fiscal year ended September 30,
2008 (the “Form 20-F”), we advise you as follows:

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

General

1. Please provide us with the analysis that supports your conclusion that you are a foreign private
issuer. Refer to Rule 405 of Regulation C and Rule 3b-4 of the Exchange Act.

    Response:

    Rule 405 of Regulation C under the Securities Act of 1933, as amended, and Rule
3b-4 under the Securities Exchange Act of 1934, as amended, each set forth a multi-part
test for determining whether an issuer is a “foreign private issuer.”

    First, in order to be a foreign private issuer, an issuer must be a “foreign
issuer.” Because Amdocs Limited is organized under the laws of
Guernsey, which is a Crown Dependency of the United Kingdom, it is a
“foreign issuer.”

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

Beijing Berlin Boston Brussels Frankfurt London Los Angeles New York Oxford Palo Alto Waltham Washington

Securities and Exchange Commission

February 23, 2009

Page 2

Next, only if a foreign issuer satisfies both conditions (a) and (b) below,
is such foreign issuer not considered a foreign private issuer:

(a) more than 50 percent of the outstanding voting securities of such
issuer are directly or indirectly owned of record by residents of the
United States, and

(b) any of the following:

(i) the majority of the executive
officers or directors are United States citizens or residents;

(ii) more than 50 percent of the
assets of the issuer are located in the United States; or

(iii) the business of the issuer is
administered principally in the United States.

Effective December 5, 2008, the tests set forth in (a) and (b) above are to
be applied as of the last business day of a foreign issuer’s most recently
completed second quarter; prior to December 5, 2008, the tests were to be
applied on a continuous basis. For purposes of the Form 20-F, as to which
the Staff’s comments relate, the information set forth below is as of
September 30, 2008. However, to date, the Company believes it has satisfied
the tests on a continuous basis, and beginning on March 31, 2009, the
Company will begin to apply the tests on a once-a-year basis.

As regards (a) above, as of September 30, 2008, based on information
provided to it by its transfer agent and custodians, Amdocs estimates that
70% to 75% of its outstanding ordinary shares, which are its only voting
securities, were directly or indirectly owned by residents of the United
States.

As regards (b)(i) above, as of September 30, 2008, Amdocs had thirteen
directors, of whom five were United States citizens or residents. As of
September 30, 2008, the Amdocs group had six executive officers, of whom
three were United States citizens or residents.

As regards (b)(ii) above, as of September 30, 2008, approximately 30% of the
consolidated assets of Amdocs were located in the United States.

As regards (b)(iii) above, as of September 30, 2008, the business of the
issuer was administered principally outside of the United States. AML,
which is organized under the laws of the United Kingdom and operates

Securities and Exchange Commission

February 23, 2009

Page 3

from outside the United States, is the Company’s management subsidiary and
is responsible for directing the finance, legal, human resources and other
executive coordination functions for all of the Company’s operating
subsidiaries. In addition, the chief executive officer of AML serves as the
principal executive officer of the Amdocs group, and the chief financial
officer of AML serves as the principal financial officer of the Amdocs
group. Each of these two officers is a non-U.S. citizen and a non-U.S.
resident, and they principally perform their business responsibilities from
outside of the United States.

Because Amdocs satisfies the criterion under (a) above, but does not satisfy
any of the three criteria under (b) above, it is a foreign private issuer as
defined in Rule 405 of Regulation C under the Securities Act of 1933, as
amended, and Rule 3b-4 under the Securities Exchange Act of 1934, as
amended.

Consolidated Financial Statements

Notes to the Consolidated Financial Statements

Note 3 — Acquisitions, page F-18

2. We note that in 2008 you recorded a $20 million adjustment to goodwill for a valuation allowance
that should have been recorded in connection with your 2006 acquisition of Cramer. Please explain
your basis for recording this adjustment to goodwill and refer to the authoritative guidance you
relied upon when determining your accounting.

    Response:

    During August 2006, as part of the Cramer purchase price accounting, a deferred
tax asset of $22.3 million was recorded for net operating losses that existed at the
acquisition date related to three Cramer subsidiaries. Although the information available at that time (as described below)
indicated that it was more-likely-than-not that these three Cramer subsidiaries would
not earn sufficient income after the acquisition to enable the utilization of these
net operating losses, a valuation allowance was inadvertently
not recorded.

    The Company identified this error in its purchase accounting while
performing a detailed analysis of its income tax provision in preparing its
statutory accounts in fiscal 2008.

    The available evidence at the acquisition date included the fact that, although fiscal 2006 was profitable for these Cramer subsidiaries, the

Securities and Exchange Commission

February 23, 2009

Page 4

profit was attributable to license sales that were unusual and significant to the Cramer business. If these
unusual license sales had not occurred, these Cramer subsidiaries
would have incurred losses for the fiscal year.

In addition, according to the Company’s projections at the acquisition
date, the acquired Cramer business was expected to be profitable beginning
in the second year following the acquisition, mainly as a result of
synergies from the combination of Cramer’s business with that of Amdocs;
however the earnings resulting from the synergies were not expected to be
allocated to the Cramer subsidiaries with the net operating losses. In
addition, in accordance with Statement of Financial Accounting Standards No.
109, “Accounting for Income Taxes,” paragraph 21, the Company could not
conclude at the time of the acquisition that other sources of taxable income
would be available to realize the tax benefit in future periods.

As a result of its 2008 analysis, the Company concluded that it had made an
error at the time of the purchase accounting in not recording a valuation
allowance to offset the acquired deferred tax assets that were not expected
to be realized, with a corresponding increase to goodwill.

After identifying this error, 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;

    -

    the correction would not change 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 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

Securities and Exchange Commission

February 23, 2009

Page 5

    -

    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.

Based on this analysis, the Company determined that this correction was not
material to the Company’s balance sheet nor its income statement for fiscal
2008 or for prior 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.

Note 5 — Accounts Receivable, Net, page F-22

    3.

    Please explain your policy for unbilled receivables and tell us why you
reclassified certain amounts between short-term unbilled receivables and long-term
unbilled receivables in your 2007 balance sheet. As part of your response, please tell
us whether this reclassification was related to a change in accounting policy. Refer to
the authoritative guidance you relied upon when determining your accounting.

    Response:

    As disclosed in Note 2 to the Company’s consolidated financial statements (see
page F-14), unbilled accounts receivable represent revenue amounts that are recognized
according to the Company’s revenue recognition policies but that have not been billed
as of the balance sheet date due to contractual or other arrangements with customers.
Unbilled accounts receivable that are expected to be billed in the next twelve months
are considered short-term unbilled receivables and classified within the accounts
receivable caption of the financial statements, and unbilled accounts receivable that
are expected to be billed beyond the next twelve months are considered long-term
unbilled receivables, and beginning in 2008, were classified in other noncurrent assets
in the Company’s financial statements. Prior to fiscal 2008, the Company classified all
unbilled accounts receivable within the accounts receivable caption on its financial
statements because the Company did not consider the long-term unbilled accounts
receivable to be material.

    During fiscal 2008, as the long-term unbilled accounts receivable increased,
the Company determined that it was appropriate to classify and

Securities and Exchange Commission

February 23, 2009

Page 6

separately disclose (see Note 8 to the consolidated financial statements)
the long-term unbilled receivable amounts as long-term assets.

In making this reclassification, the Company considered whether it was
necessary to restate the prior period financial statements as a result of
the balance sheet reclassification. The Company determined that the
long-term unbilled receivables for prior periods were not material
(long-term unbilled accounts receivable as of September 30, 2007 were $20.3
million, or 1% of current assets and less than 1/2 % of total assets, and had
a de minimus impact on working capital). Accordingly, the Company
reclassified the 2007 amount to long-term during fiscal 2008.

The reclassification was not related to a change in accounting policy.

Note 9 — Income Taxes, page F-25

4. Please tell us how you considered the disclosures required by paragraph 48(b) of SFAS 109. In
this regard, we note that you have not quantified the portion of the valuation allowance for
deferred tax assets for which subsequently recognized tax benefits will be allocated to reduce
goodwill.

    Response:

    The portion of the valuation allowance for deferred tax assets for which
subsequently recognized tax benefits will be allocated to reduce goodwill as of
September 30, 2008 was $43.3 million (which is the aggregate of fiscal 2006, 2007 and
2008 “Charged to other accounts” lines of the Company’s Valuation and Qualifying
Accounts schedule attached to the Form 20-F at page F-40 and referred to on page 71).
The Valuation and Qualifying Accounts schedule displays the changes in the valuation
allowances during fiscal years 2006 through 2008, which were incurred in connection
with acquisitions.

    The Company notes for the Staff that, after receiving this comment, the
Company included additional disclosure in this regard in its Report of
Foreign Private Issuer on Form 6-K for the quarter ended December 31, 2008
filed on February 9, 2009 (see page 10). The Company will implement this
disclosure in future filings as appropriate.

Note 19 — Segment Information and Sales to Significant Customers, page F-35

5. Please tell us what consideration you have given to proving a more detailed breakout of
“Customer experience systems” revenue. In this regard, we note that disclosures on page 23 appear
to indicate that your services portfolio includes 4 types of services. See paragraph 37 of SFAS
131.

Securities and Exchange Commission

February 23, 2009

Page 7

    Response:

    Statement of Financial Accounting Standards No. 131, “Disclosures about Segments
of an Enterprise and Related Information,” paragraph 37 (“SFAS 131”), requires an
entity to report its revenue from external customers for each product and service or
each group of similar products and services unless it is impracticable to do so.

    As described in the Form 20-F, the Company develops, implements, and manages
software and services associated with the business-support systems and
operational-support systems that enable service providers to deliver a
better customer experience. The Company refers to these systems
collectively as customer experience systems because of the crucial impact
and increasing importance that these systems have on the service providers’
end-user experience. These systems comprise a portfolio of software
applications and services that includes a broad range of integrated product
modules, including revenue management, customer management, service and
resource management, digital commerce and service delivery, information
management and foundation. Amdocs offers these product modules in
combination with services, including consulting, delivery, system
implementation, integration, customization, consolidation, modernization,
managed services, ongoing support and maintenance.

    Amdocs’ business model is not designed to provide a set of products and a
separate set of services to its customers. Rather, due to the complex and
dynamic nature of its customers’ business needs, the products and services
that Amdocs provides are typically integrated, designed to work in concert
to provide each customer with a complete solution.

    Accordingly, in the course of a customer’s engagement, the services provided
by Amdocs are not necessarily delineated by the labels set forth above;
rather, they are similar to each other in nature and frequently overlap. For
example, managed services rendered to a particular customer may also involve
ongoing support services (such as routine system upgrades) and system
customization services may be an elem

Mail Stop 4561         February 6, 2009  Dov Baharav Chief Executive Officer Amdocs Limited 1390 Timberlake Manor Parkway Chesterfield, Missouri 63017
Re: Amdocs Limited
 Form 20-F for the Fiscal Year Ended September 30, 2008
Filed December 8, 2008
 File No. 001-14840

Dear Mr. Baharav:

We have reviewed the above-referenced filing and have the following comments.
Please note that we have limited our review to only your financial statements and related disclosures and do not intend to expand our review to other portions of your document.  If indicated, we think you should revise your document in response to these comments.
If you disagree, we will consider your explanation as to why our comment is inapplicable
or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with supplemental information so we may better understand your disclosure.  After reviewing this information, we may
raise additional comments.
 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

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

General
1. Please provide us with the analysis that  supports your conclusion that you are a
foreign private issuer.  Refer to Rule 405 of Regulation C and Rule 3b-4 of the
Exchange Act.

Dov Baharav
AmdocsLimited
February 6, 2009 Page 2  Consolidated Financial Statements

 Notes to the Consolidated Financial Statements

 Note 3 – Acquisitions, page F-18

2. We note that in 2008 you recorded a $20 million adjustment to goodwill for a
valuation allowance that should have been  recorded in conne ction with your 2006
acquisition of Cramer.  Please explain your basis for recording this adjustment to
goodwill and refer to the authoritati ve guidance you relied upon when
determining your accounting.
 Note 5 – Accounts Receivable, Net, page F-22

3. Please explain your policy for unbille d receivables and tell us why you
reclassified certain amounts between s hort term unbilled receivables and long-
term unbilled receivables in your 2007 bala nce sheet.  As part of your response,
please tell us whether this reclassifica tion was related to a change in accounting
policy.  Refer to the authoritative guidance you relied upon when determining your accounting.
 Note 9 – Income Taxes, page F-25

4. Please tell us how you considered the disc losures required by paragraph 48(b) of
SFAS 109.   In this regard, we note that you have not quantified the portion of the valuation allowance for deferred tax assets  for which subsequently recognized tax
benefits will be allocated to reduce goodwill.

Note 19 – Segment Information and Sales to Significant Customers, page F-35

5. Please tell us what consideration you have given to proving a more detailed
breakout of “Customer experien ce systems” revenue.  In this regard, we note that
disclosures on page 23 appear to indicate that your services portfolio includes 4
types of services.  See paragraph 37 of SFAS 131.

* * * * * * *

Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  Please  submit all correspondence and supplemental
materials on EDGAR as required by Rule 101 of Regulation S-T.  If you amend your
filing(s), you may wish to provide us with marked copies of any amendment to expedite our review.  Please furnish a cover letter that keys your response to our comments and provides any requested information.  Detailed co ver letters greatly faci litate our review.

Dov Baharav
AmdocsLimited February 6, 2009 Page 3  Please understand that we may have addi tional comments after reviewing any
amendment and your response to our comments.
 We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:

• the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
• the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
 You may contact David Edga r, Staff Accountant, at  (202) 551-3459, Christine
Davis, Assistant Chief Accountant, at ( 202) 551-3408, or me at (202) 551-3451 if you
have questions regarding the above comments.
        S i n c e r e l y ,           Mark Kronforst
Accounting Branch Chief

Mail Stop 4561         May 14, 2008  Mr. Dov Baharav  Chief Executive Officer  Amdocs Limited  1390 Timberlake Manor Parkway  Chesterfield, MO 63017
Re: Amdocs Limited
 Form 20-F for the Fiscal Year Ended September 30, 2007
Filed December 3, 2007
 File no. 1-14840

Dear Mr. Baharav:

 We have completed our review of your Form 20-F and related filings and have
no further comments at this time on the specific issues raised.

      S i n c e r e l y ,
         Mark Kronforst
Accounting Branch Chief

CORRESP
1
filename1.htm

CORRESP

April 9, 2008

Via EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Mail Stop 4561

Washington, DC 20549

Attention: Mark Kronforst

    Re:

    Amdocs Limited

    Form 20-F for the Fiscal Year Ended Spetember 30, 2007

    Filed December 3, 2007

    File No. 1-14840

Ladies and Gentlemen:

On behalf of our client Amdocs Limited (“Amdocs” or the “Company”), we are submitting the following
response of the Company to the comment of the staff (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) set forth in a letter dated March 26, 2008, from Mr. Mark Kronforst,
Accounting Branch Chief of the Commission.

Item 18 Financial Statements

Notes to the Consolidated Financial Statements

Note 3 Acquisitions Dates F-18 to F-23

1. We note your references to the use of independent valuations to value the intangible assets
acquired in the acquisitions disclosed in Note 3. Please note that when you refer to an independent
valuation specialist you need to disclose the name of the expert and, if your annual report is
incorporated by reference into a Securities Act registration statement, include the expert’s
consent. Refer to Rule 436(b) of Regulation C and file the consent, if necessary.

    Response:

    The Company acknowledges the Staff’s comment and proposes to file on EDGAR a
Report of Foreign Private Issuer on Form 6-K in substantially the form attached hereto as
Exhibit A, such that the expert’s consent will be incorporated by reference in the Company’s
registration statements.

Securities and Exchange Commission

April 9, 2008

Page 2

Please do not hesitate to contact the undersigned (212-937-7276) or Jason Kropp (617-526-6421) of
this firm with any questions regarding this response letter.

    Very truly yours,

    /s/ Robert A. Schwed

    Robert A. Schwed

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13A-16 OR 15D-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of April, 2008

Commission File Number 1-14840

AMDOCS LIMITED

Suite 5, Tower Hill House Le Bordage

St. Peter Port, Island of Guernsey, GY1 3QT Channel Islands

Amdocs, Inc.

1390 Timberlake Manor Parkway, Chesterfield, Missouri 63017

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form
20-F or Form 40-F.

    FORM 20-F þ

    FORM 40-F o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(1): o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(7): o

Indicate by check mark whether the registrant by furnishing the information contained in this Form
is also thereby furnishing the information to the Commission pursuant to rule 12g3-2(b) under the
Securities Exchange Act of 1934.

    YES o

    NO þ

     Amdocs Limited (“Amdocs”) is filing this Report of Foreign Private Issuer on Form 6-K for the
purpose of filing with the Securities and Exchange Commission (the “SEC”) the consent of Empire
Valuation Consultants, LLC (“Empire”). Empire performed the independent valuations referred to in
Note 3 to the consolidated financial statements contained in Amdocs’ Annual Report on Form 20-F for
the fiscal year ended September 30, 2007, filed with the SEC on December 3, 2007 (the “Form 20-F”).
Empire’s consent was inadvertently omitted as an exhibit to the Form 20-F, and accordingly, it is
attached as Exhibit 14.1 to this Report of Foreign Private Issuer on Form 6-K.

     This Form 6-K shall be incorporated by reference into any Registration Statement filed by the
Registrant which by its terms automatically incorporates the Registrant’s filings and submissions
with the SEC under Sections 13(a), 13(c) or 15(d) of the Securities Exchange Act of 1934.

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, thereunto duly authorized.

    AMDOCS LIMITED

    Thomas G. O’Brien

    Treasurer and Secretary

    Authorized U.S. Representative

Date: April __, 2008

EXHIBIT INDEX

    EXHIBIT NO.

    DESCRIPTION

    14.1

    Consent of Empire Valuation Consultants, LLC

Exhibit 14.1

Consent of Empire Valuation Consultants, LLC

We hereby consent to the inclusion in the Annual Report on Form 20-F of Amdocs Limited (“Amdocs”)
for the fiscal year ended September 30, 2007 (the “Form 20-F”) of the reference to our reports
relating to the independent valuations referred to in Note 3 to the consolidated financial
statements contained in the Form 20-F and to references to our firm’s name therein, and the
incorporation by reference in the following registration statements of Amdocs:

Form S-8, No. 333-91847

Form S-8, No. 333-92705

Form S-8, No. 333-31506

Form S-8, No. 333-34104

Form S-8, No. 333-58454

Form S-8, No. 333-114077

Form S-8, No. 333-132968

Form S-8, No. 333-135320

Form S-8, No. 333-137617

Form S-8, No. 333-139310

Form S-8, No. 333-140728

Form F-3 (and related Prospectus), No. 333-39278

Form F-3 (and related Prospectus), No. 333-44994

Form F-3 (and related Prospectus), No. 333-57036

Form F-3 (and related Prospectus), No. 333-67572

Form F-3 (and related Prospectus), No. 333-114079

Form F-3 (and related Prospectus), No. 333-114344

In giving such consent to this specific text, we do not hereby admit that we come within the
category of person whose consent is required under Section 7 or Section 11 of the Securities Act of
1933, as amended, or the rules and regulations adopted by the Securities and Exchange Commission
thereunder, nor do we admit that we are experts with respect to any part of any such Registration
Statement within the meaning of the term “experts” as used in the Securities Act of 1933, as
amended, or the rules and regulations of the Securities and Exchange Commission thereunder.

    Empire Valuation Consultants, LLC

    New York, New York

    April ___, 2008

Mail Stop 4561         March 26, 2008    Mr. Dov Baharav  Chief Executive Officer  Amdocs Limited  1390 Timberlake Manor Parkway  Chesterfield, MO 63017
Re: Amdocs Limited
 Form 20-F for the Fiscal Year Ended September 30, 2007
Filed December 3, 2007
 File no. 1-14840

Dear Mr. Baharav:

We have reviewed the above referenced filing and have the following comment.
Please note that we have limited our review to only your financial statements and related disclosures and do not intend to expand our review to other portions of your document.  If indicated, we think you s hould revise your document in re sponse to this comment.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In our
comment, we may ask you to provide us with  supplemental information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.
 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comment or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Mr. Dov Baharav
Amdocs Limited
March 26, 2008  Page 2  Form 20-F Filed for the Period Ended September 30, 2007

 Item 18. Financial Statements

Notes to the Consolidated Financial Statements

Note 3 Acquisitions, pages F-18 to F-23
1. We note your references to the use of independent valuations to value the
intangible assets acquired in the acquisitions disclosed in Note 3.  Please note that
when you refer to an independent valua tion specialist you need  to disclose the
name of the expert and, if your annual repor t is incorporated by reference into a
Securities Act registration statement, include  the expert’s consent.  Refer to Rule
436(b) of Regulation C and file the consent, if necessary.

* * * * * * *

Please respond to this comment within 10 business days or tell us when you will
provide us with a response.  Please submit all correspondence and supplemental materials
on EDGAR as required by Rule 101 of Regulation S-T.  If you amend your filing(s), you may wish to provide us with marked copies of any amendment to expedite our review.  Please furnish a cover letter that keys your response to our comment and provides any
requested information.  Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comm ents after reviewing any amendment and
your response to our comment.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comment, please provide, in writing, a
statement from the company acknowledging that:

• the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

Mr. Dov Baharav
Amdocs Limited  March 26, 2008  Page 3
• the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United
States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comment on your filing.
 You may contact Marc Thomas, Staff A ccountant, at (202) 551- 3452 or me at
(202) 551- 3451 if you have any questions  regarding the above comment.
        S i n c e r e l y ,           Mark Kronforst
Accounting Branch Chief

Room 4561
      July 18, 2006

Mr. Thomas G. O’Brien
Treasurer and Secretary
Amdocs Limited
1390 Timberlake Manor Parkway
Chesterfield, MO 63017

Re: Amdocs Limited
 Form 20-F for Fiscal Year  Ended September 30, 2005
 Filed December 28, 2005
 Form 6-K filed April 27, 2006
Form 6-K filed May 17, 2006
 File No. 001-14840

Dear Mr. O’Brien:

We have reviewed your response to our letter dated April 20, 2006 in connection
with our review of the above referenced filings and have the following comments.  Please
note that we have limited our review to the ma tters addressed in the comments below.  We
may ask you to provide us with supplemental information so we may better understand your disclosure.  Please be as detailed as n ecessary in your explanation.  After reviewing
this information, we may raise additional comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 6-K filed April 27, 2006
1. We have reviewed your response to prior comment number 9 from our letter dated April 20, 2006 concerning the non- GAAP operating statement columnar
format.  We continue to have the co ncerns previously expressed over how
investors might view that information due  to the format in which it has been
presented.  As noted in our prior comme nt, we believe the non-GAAP operating
statement columnar format may create th e unwarranted impression to investors

Mr. Thomas G. O’Brien
Amdocs Limited
June 26, 2006   Page 2
that the non-GAAP operating statement has been prepared under a comprehensive
set of accounting rules or principles while  also conveying undue prominence to a
statement based on non-GAAP measures.  C onsequently, we believe is should be
removed.  As a substitute for this presentation format, you may consider
presenting only individual non-GAAP measures (i.e., line items, subtotals, etc.)
provided each one complies with Item 10 of Reg. S-K and the Division of
Corporation Finance’s Frequently Aske d Questions Regarding Use of Non-GAAP
Financial Measures, Question 8.

 As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response.  Please submit all
correspondence and supplemental materials on EDGAR as required by Rule 101 of Regulation S-T.  You may wish to provide us with marked copies of any amendment to expedite our review.  Please furnish a cove r letter with any amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing any amendment and your responses to our comments.

You may contact Marc Thom as, Senior Staff Accountan t at (202) 551-3452 or me
at (202) 551-3730 if you have questions rega rding comments on the financial statements
and related matters.

Sincerely,

Brad Skinner
Accounting Branch Chief

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                                                                      WilmerHale

                                                                Robert A. Schwed
                                                              +1 212 937 7276(t)
                                                              +1 212 230 8888(f)
                                                    robert.schwed@wilmerhale.com

July 26, 2006

Via EDGAR
---------

Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC  20549
Attention: Marc Thomas

Re:      AMDOCS LIMITED
         Form 20-F for Fiscal Year Ended September 30, 2005
         Filed December 28, 2005
         Form 6-K filed April 27, 2006
         Form 6-K filed May 17, 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 a comment of the staff (the "Staff") of
the Securities and Exchange Commission (the "Commission") set forth in a letter
dated July 18, 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"), the Company's Report of Foreign Private Issuer on Form 6-K
furnished April 27, 2006 (the "April Form 6-K") and the Company's Report of
Foreign Private Issuer on Form 6-K furnished May 17, 2006 (the "May Form 6-K").
As Jason Kropp of this firm discussed with Mr. Thomas, we believe that the
references in the Staff's letter to the Form 20-F and the May Form 6-K were in
error and that the Staff intended to refer to 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 the Staff's comment set forth
in the comment letter. The response is based on information provided to us by
representatives of the Company.

Please note that, on July 20, 2006, after receiving the Staff's letter, the
Company furnished a Report of Foreign Private Issuer on Form 6-K (the "July Form
6-K"), to which it attached as Exhibit 99.1 a press release (the "Earnings
Release") announcing the Company's financial results for the fiscal quarter
ended June 30, 2006. As described below, the Company took into consideration the
Staff's most recent comments in finalizing the Earnings Release and the July
Form 6-K, and the Company believes that it has addressed the Staff's comments in
the Earnings Release and the July Form 6-K. For convenient reference, we have
attached the Earnings Release as Exhibit A.

<PAGE>

                                                                      WilmerHale
Securities and Exchange Commission
July 26, 2006
Page 2

The Company carefully considered the desirability and appropriateness of
amending one or more of its past Reports of Foreign Private Issuer on Form 6-K
in order to reflect the "revised practices" described herein with respect to the
presentation of a non-GAAP operating statement. The Company continues to believe
that any such amendments would, on the whole, be more confusing than useful to
investors and others. It has been several months since the January Form 6-K and
April Form 6-K were furnished, and only days since the July Form 6-K, and
management believes it is highly unlikely that analysts, individual investors
and others would alter or reconsider their evaluation of the Company or an
investment in the Company's ordinary shares as a result of an amendment of past
filings to the effect described herein.

Management agrees that the Company's revised non-GAAP practices will improve
disclosures for investors in the future, but believes retrospective application
of those practices would not disclose any meaningful differences and may confuse
many investors who would assume that the amendments were made to disclose
significant adverse changes. The Company therefore respectfully submits that the
goal of improved disclosure regarding non-GAAP data will be served best by
continuing to implement the revised practices in all future filings, as it has
done in the July Form 6-K. In light of this, and because the Company continues
to believe that the amendments to past filings that would be required to address
the Staff's comment relate to matters that are not individually or in the
aggregate material to investors, the Company has not amended the January Form
6-K or the April Form 6-K.

Accordingly, and as it believes it has done with the July Form 6-K, the Company
requests that the Staff permit the Company to address the Staff's comment in
future filings under the Securities Exchange Act of 1934, as amended.

Form 6-K filed April 27, 2006
-----------------------------

1.     We have reviewed your response to your comment number 9 from our letter
       dated April 20, 2006 concerning the non-GAAP operating statement columnar
       format. We continue to have the concerns previously expressed over how
       investors might view that information due to the format in which it has
       been presented. As noted in our prior comment, we believe the non-GAAP
       operating statement columnar format may create the unwarranted impression
       to investors that the non-GAAP operating statement has been prepared
       under a comprehensive set of accounting rules or principles while also
       conveying undue prominence to a statement based on non-GAAP measures.
       Consequently, we believe is should be removed. As a substitute for this
       presentation format, you may consider presenting only individual non-GAAP
       measures (i.e., line items, subtotals, etc.) provided each one complies
       with Item 10 of Reg. S-K and the Division of Corporation Finance's
       Frequently Asked Questions Regarding Use of Non-GAAP Financial Measures,
       Question 8.

Response:         The Company acknowledges the Staff's comment with respect to
                  the Company's use of non-GAAP operating statement columnar
                  format. In light of this comment, the Company has considered
                  and revised this presentation format in a manner that the
                  Company believes addresses the Staff's concern. As described
                  above, the Company implemented this revised practice in
                  connection with the July Form 6-K.

                                      * * *
<PAGE>

                                                                      WilmerHale
Securities and Exchange Commission
July 26, 2006
Page 3

Please do not hesitate to contact the undersigned (212-937-7276) or Mr. Kropp
(617-526-6421) with any questions regarding this response letter.

Sincerely,

/s/ Robert A. Schwed

Robert A. Schwed

<PAGE>
                                  Exhibit A
                                  ---------

          AMDOCS LIMITED REPORTS 23% GROWTH IN REVENUE TO A RECORD $626
                  MILLION FOR THE THIRD QUARTER OF FISCAL 2006

           32% GROWTH IN DILUTED NON-GAAP EARNINGS PER SHARE TO $0.49;
                    DILUTED GAAP EARNINGS PER SHARE OF $0.39

Key highlights:

     -    Third quarter revenue grew 23% to $626 million

     -    32% increase in third quarter diluted non-GAAP EPS, excluding
          acquisition-related costs and equity-based compensation expense, net
          of related tax effects, to $0.49; Exceeds guidance of $0.46

     -    Diluted GAAP EPS of $0.39

     -    Free cash flow of $94 million for the quarter

     -    Qpass acquisition positions Amdocs as the leader in the emerging
          digital content market

     -    After the quarter, Amdocs announced that it signed an agreement to
          acquire Cramer Systems Group Ltd., a leading provider of operations
          support systems (OSS) software and solutions, for approximately $375
          million in cash, net of cash on hand

     -    Fourth quarter fiscal 2006 guidance: Expected revenue of approximately
          $657 million and diluted non-GAAP EPS of $0.49, excluding
          acquisition-related costs and approximately $0.04-$0.05 per share of
          equity-based compensation expense, net of related tax effects. Diluted
          GAAP EPS is expected to be approximately $0.41-$0.42. This guidance
          excludes any potential impact of the pending acquisition of Cramer

     -    Preliminary fiscal 2007 guidance: Expected revenue of approximately
          $2.880 - $2.980 billion and diluted non-GAAP EPS of $2.06 - $2.16,
          which exclude acquisition-related costs and approximately $0.19-$0.22
          per share of equity-based compensation expense, net of related tax
          effects. This guidance includes the expected impact of the pending
          acquisition of Cramer. Amdocs expects to provide guidance for 2007
          diluted GAAP EPS after the purchase price accounting for the
          acquisition is completed

ST. LOUIS, MO - JULY 19, 2006 - Amdocs Limited (NYSE: DOX) today reported that
for the quarter ended June 30, 2006, revenue was $626.4 million, an increase of
23.5% from last year's third quarter. Excluding acquisition-related costs, which
include amortization of purchased intangible assets and the write-off of
in-process research and development and

<PAGE>

excluding equity-based compensation expense, net of related tax effects, of
$20.6 million, net income on a non-GAAP basis was $106.2 million, or $0.49 per
diluted share, compared to non-GAAP net income, excluding $1.7 million of
acquisition-related costs net of related tax effects, of $78.8 million, or $0.37
per diluted share, in the third quarter of fiscal 2005. The Company's net income
was $85.6 million, or $0.39 per diluted share, compared to net income of $77.1
million, or $0.36 per diluted share, in the third quarter of fiscal 2005. Free
cash flow, defined as cash flow from operations less net capital expenditures
and principal payments on capital leases, was $94 million in the quarter.

"We are pleased to again report record revenues and increasing profitability,"
said Dov Baharav, chief executive officer of Amdocs Management Limited. "We see
demand in the market, which continues to be driven by service providers' need to
address competition, consolidation and convergence. We have strengthened our
presence in the digital content area with our acquisition of Qpass and we are
expanding our OSS activities with our pending acquisition of Cramer. Amdocs is
positioned as the only vendor that can provide an end-to-end solution, from
business support systems -- or BSS -- to OSS, for the leading services
providers. This will put us in the leading position to benefit from the growth
opportunities as service providers transform their organizations in order to
offer new products and services. We are confident that our success in 2006 will
continue as we look towards fiscal 2007."

During the third quarter, Amdocs new business included 11 key wins, across
geographies and lines of business. Amdocs expanded its relationship with Rogers
Communications, which will install Amdocs CRM across its cable, wireless and
telecom lines of business as part of a rollout of an integrated customer
management strategy. In Australia, Telstra has selected Amdocs as one of the key
vendors for an OSS transformational program. In the United States, Amdocs was
awarded several projects related to assisting customers in their consolidation
and integration of acquisitions. In broadband cable and satellite, a customer
has signed a contract extension. Several other customers, including some new
logos, have chosen Amdocs for CRM, Amdocs Partner Management and mediation
projects.

FINANCIAL OUTLOOK

Amdocs expects that revenue for the fourth quarter of fiscal 2006 will be
approximately $657 million. Diluted earnings per share on a non-GAAP basis for
the fourth quarter are

<PAGE>

expected to be $0.49, excluding acquisition-related costs and the impact of
approximately $0.04-$0.05 per share of equity-based compensation expense, net of
related tax effects. Diluted GAAP EPS is expected to be approximately
$0.41-$0.42. This guidance excludes any potential impact of the pending
acquisition of Cramer. Amdocs expects that it may incur a one-time charge in its
fourth fiscal quarter to account for certain costs related to the Cramer
acquisition.

Preliminary fiscal 2007 guidance: Expected revenue of approximately
$2.880-$2.980 billion and diluted non-GAAP EPS of $2.06-$2.16, which excludes
acquisition-related costs and approximately $0.19-$0.22 per share of
equity-based compensation expense, net of related tax effects. This guidance
includes the expected impact of the pending acquisition of Cramer. Amdocs
expects to provide guidance for diluted GAAP EPS after the purchase price
accounting for the acquisition is completed.

Amdocs will host a conference call on July 19, 2006 at 5 p.m. Eastern Time to
discuss the Company's third quarter results. The call will be carried live on
the Internet via www.InvestorCalendar.com and the Amdocs website,
www.amdocs.com.

NON-GAAP FINANCIAL MEASURES

This release includes non-GAAP diluted earnings per share and other non-GAAP
line items from the Non-GAAP Consolidated Statements of Income, including
non-GAAP cost of service, non-GAAP research and development, non-GAAP selling,
general and administrative, non-GAAP operating income, non-GAAP income before
income taxes, non-GAAP income taxes and non-GAAP net income. These non-GAAP
measures exclude the following items:

     -    amortization of purchased intangible assets;

     -    In-process research and development write-off;

     -    equity-based compensation expense; and

     -    tax effects related to the above.

These non-GAAP financial measures are not in accordance with, or an alternative
for, generally accepted accounting principles and may be different from non-GAAP
financial measures used by other companies. In addition, these non-GAAP
financial measures and the Non-GAAP Consolidated Statements of Income are not
based on any comprehensive

<PAGE>

set of accounting rules or principles. Amdocs believes that non-GAAP financial
measures have limitations in that they do not reflect all of the amounts
associated with Amdocs' results of operations as determined in accordance with
GAAP and that these measures should only be used to evaluate Amdocs' results of
operations in conjunction with the corresponding GAAP measures.

Amdocs believes that the presentation of non-GAAP diluted earnings per share and
other non-GAAP line items from the Non-GAAP Consolidated Statements of Income,
including non-GAAP cost of service, non-GAAP research and development, non-GAAP
selling, general and administrative, non-GAAP operating income, non-GAAP income
before income taxes, non-GAAP income taxes and non-GAAP net income, when shown
in conjunction with the corresponding GAAP measures, provides useful information
to investors and management regarding financial and business trends relating to
its financial condition and results of operations.

For its internal budgeting process and in monitoring the results of the
business, Amdocs' management uses financial statements that do not include
amortization of purchased intangible assets, in-process research and development
write-off, equity-based compensation expense, and related tax effects. Amdocs'
management also uses the foregoing non-GAAP financial measures, in addition to
the corresponding GAAP measures, in reviewing the financial results of Amdocs.
In addition, Amdocs believes that significant groups of investors exclude these
non-cash expenses in reviewing its results and those of its competitors, because
the amounts of the expenses between companies can vary greatly depending on the
assumpti

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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

<PAGE>

                                                               (WILMERHALE LOGO)

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.

<PAGE>

                                                               (WILMERHALE LOGO)

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.

<PAGE>

                                                               (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.

<PAGE>

                                                               (WILMERHALE LOGO)

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.

<PAGE>

                                                               (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

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
<PAGE>

            [Wilmer Cutler Pickering Hale and Dorr LLP Letterhead]

May 9, 2006

Via EDGAR

Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
Attention: Mr. Marc Thomas, Senior Staff Accountant

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:

Amdocs Limited ("Amdocs" or the "Company") is in receipt of 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 fiscal year ended December 31, 2005 filed with
the Commission on December 28, 2005 and its Report of Foreign Private Issuer on
Form 6-K furnished to the Commission on January 19, 2006.

As I described on my voice mail yesterday, the Company's officers received the
comment letter on May 8, 2006, and the Company is now working diligently to
consider, and to prepare its responses to, the Staff's comments. The Company
expects that it will respond within ten business days.

Please contact me by telephone at 212-937-7276, or Jason Kropp of this firm at
617-526-6421, should you have any questions. Thank you for your assistance.

Sincerely,

/s/ Robert A. Schwed

Robert A. Schwed

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Room 4561
						April 20, 2006

Mr. Dov Baharav
Chief Executive Officer
Amdocs Limited
1390 Timberlake Manor Parkway
Chesterfield, MO 63017

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

Dear Mr. Baharav:

      We have reviewed the above referenced filings and have the
following comments.  Please note that we have limited our review
to
the matters addressed in the comments below.  We may ask you to
provide us with supplemental information so we may better
understand
your disclosure.  Please be as detailed as necessary in your
explanation.  After reviewing this information, we may raise
additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

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.

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.

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.

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.

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.

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.

7. Further, explain to us in greater detail the nature of
negotiated
agreements whereby the Board of Directors gave approval for the
repurchase of Ordinary Shares sold short by the purchasers of the
Notes (i.e. these agreements appear to have been entered into
concurrently with the sale of the Notes) in order to offset the
dilutive effect of the potential shares issuable upon conversion.

Form 6-K filed January 19, 2006

8. We note the non-GAAP information included in your press release
furnished in the Form 6-K filed January 19, 2006.  Your non-GAAP
presentation does not appear consistent with our guidance and
requirements on such presentation.  Following are such
inconsistencies in greater detail:

* Your disclosure does not clearly identify those measures which
have
been presented on a non-GAAP basis.  However, the presentation
includes numerous non-GAAP measures including, but not limited to,
non-GAAP cost of services, various non-GAAP operating expense
items,
non-GAAP operating income, non-GAAP income before income taxes,
non-
GAAP net income and non-GAP earnings per share.  Note that each
line
item, sub-total or total, for which an adjustment has been made
represents a separate non-GAAP measure that must be separately
identified and addressed in the accompanying disclosure.  See
Items
10(e)(1)(i)(C), 10(e)(1)(i)(D) and 10(e)(2) of Regulation S-K.

* As each of the non-GAAP measures excludes items that are
considered
recurring in nature, you must meet the burden of demonstrating the
usefulness of each measure and clearly disclose why each non-GAAP
measures is useful when these items are excluded.  See Question 8
of
the June 13, 2003 FAQs.

* We note no substantive disclosure that addresses the disclosures
in
Question 8 of the FAQ.  For example, the disclosure does not
explain
the manner in which management uses each measure and the economic
substance behind that decision, why it is useful to an investor to
segregate business combination accounting and acquisition related
expenses from GAAP results, or how your presentation enables an
investor to compare results to periods prior to acquisitions.
Further, you do not describe the material limitations associated
with
each measure or the manner in which you compensate for such
limitations.

9. We note your presentation of consolidated statements of income
excluding certain charges.  In view of the nature, content and
format
of the presentation, we question whether it complies with Item
100(b)
of Regulation G.  In this regard we note the following:

* Presentation of a full non-GAAP Statement of Operations may
create
the unwarranted impression that the presentation is based on a
comprehensive set of accounting rules or principles; and,

* The presentation includes the revenue streams from acquired
entities but excludes material costs of acquiring those revenue
streams.

	As appropriate, please amend your filing and respond to these
comments within 10 business days or tell us when you will provide
us
with a response.  Please submit all correspondence and
supplemental
materials on EDGAR as required by Rule 101 of Regulation S-T.  You
may wish to provide us with marked copies of any amendment to
expedite our review.  Please furnish a cover letter with any
amendment that keys your responses to our comments and provides
any
requested information.  Detailed cover letters greatly facilitate
our
review.  Please understand that we may have additional comments
after
reviewing any amendment and your responses to our comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

	You may contact Marc Thomas, Senior Staff Accountant at (202)
551-3452 or me at (202) 551-3489 if you have questions regarding
these comments.

Sincerely,

      Brad Skinner
							Accounting Branch Chief
Mr. Dov Baharav
Amdocs Limited
April 20, 2006
Page 5

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

MAIL STOP 4-6

      May 23, 2005

Thomas G. O`Brien, Treasurer
Amdocs, Inc.
1390 Timberlake Manor Parkway
Chesterfield, Missouri 63017

Re:	Amdocs Limited
	Post-Effective Amendment No. 6 to Form F-3
	File No. 333-114344
	Filed on May 10, 2005

Dear Mr. O`Brien,

      This is to advise you that other than the comment below, no
review of the above registration statement has been or will be
made.
All persons who are by statute responsible for the adequacy and
accuracy of the registration statement are urged to be certain
that
all information required under the Securities Act of 1933 has been
included.
1. We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

Please furnish a letter acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

* the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement
has
access to all information you provide to the staff of the Division
of
Corporation Finance in connection with our review of your filing
or
in response to our comments on your filing.

*****

 	We will consider the receipt of the preceding acknowledgment
as
a confirmation that you are aware of your respective
responsibilities
under the Securities Act of 1933 and the Securities Exchange Act
of
1934 as they relate to the proposed public offering of the
securities
specified in the above registration statement.  Please contact
Jeffrey Werbitt at (202) 551-3456 or me at (202) 551-3462 with any
questions.

								Sincerely,

								Mark P. Shuman
								Branch Chief-Legal

cc:	Robert A. Schwed, Esquire
	Wilmer Cutler Pickering Hale and Dorr LLP
	399 Park Avenue
	New York, New York 10022

??

??

??

??

Amdocs Limited
Form F-3
May 23, 2005
Page 1

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Room 4561

	August 19, 2005

Mr. Thomas G. O`Brien, Esq.
Treasurer
Amdocs Limited
1390 Timberlake Manor Parkway
Chesterfield, Missouri 63017

Re:	Amdocs Limited
	Post-effective Amendment No. 7 to Registration Statement on
Form
F-3
	Filed August 16, 2005
	File No. 333-114344

Dear Mr. O`Brien:

      We have limited our review of your filings to those issues
we
have addressed in our comments.  Where indicated, we think you
should
revise your document in response to these comments.  If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information, we may raise
additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Selling Securityholders

1. Please disclose whether any added selling securityholder is a
registered broker-dealer.  We note that you added PIMCO
Convertible
Fund and UBS Securities LLC as selling securityholders.  If a
selling
securityholder is a registered broker-dealer, please identify such
registered broker-dealer as an underwriter in your disclosure,
unless
the shares were acquired as transaction-based compensation for
investment-banking services.  Provide a description of the
investment-banking services and the manner in which the
compensation
for the services was computed, as applicable.

2. Please disclose whether any added selling securityholder is an
affiliate of a registered broker-dealer.  If a selling
securityholder
is an affiliate of a registered broker-dealer, please expand the
prospectus to indicate whether such selling stockholder acquired
the
securities to be resold in the ordinary course of business.  Also
indicate whether at the time of the acquisition such selling
stockholder had any agreements, understandings or arrangements
with
any other persons, either directly or indirectly, to dispose of
the
securities.

*              *              *              *

      As appropriate, please amend your filing in response to
these
comments.  You may wish to provide us with marked copies of the
amendment to expedite our review.  Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested supplemental information.  Detailed cover letters
greatly facilitate our review.  Please understand that we may have
additional comments after reviewing your amendment and responses
to
our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that the
filing includes all information required under the Securities Act
and
that they have provided all information investors require for an
informed investment decision.  Since the company and its
management
are in possession of all facts relating to a company`s disclosure,
they are responsible for the accuracy and adequacy of the
disclosures
they have made.

      Prior to our declaration of the effective date of the
pending
post-effective amendment pursuant to Section 8(c) of the
Securities
Act, the company should furnish a letter acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert the staff comments and the
declaration
of effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      You may contact Daniel Lee at (202) 551-3477 with any
questions.  If you need further assistance, you may contact me at
(202) 551-3462 or Barbara C. Jacobs, Assistant Director, at (202)
551-3730.

							Sincerely,

							Mark P. Shuman
							Branch Chief - Legal

cc:	Via Facsimile

	Mr. Robert A. Schwed, Esq.
	Wilmer Cutler Pickering Hale and Dorr LLP
	399 Park Avenue
	New York, New York 10022
	Telephone: (212) 230-8800
	Facsimile:  (212) 230-8888

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
<PAGE>
                                     AMDOCS

                                  May 31, 2005

VIA EDGAR
---------

SECURITIES AND EXCHANGE COMMISSION
Division of Corporation Finance
Judiciary Plaza
450 Fifth Street, N.W.
Washington, DC 20549
Attention: Jeffrey Werbitt

      Re:   AMDOCS LIMITED
            Post-Effective Amendment No. 6 to Form F-3
            filed on May 31, 2005 (File No. 333-114344)
            ------------------------------------------------

Ladies and Gentlemen:

      On behalf of Amdocs Limited (the "Company"), please find below an
acknowledgment of the Company as requested by the staff (the "Staff") of the
Securities and Exchange Commission (the "Commission") in the letter dated May
23, 2005, from Mr. Mark Shuman, Branch Legal Chief, Division of Corporation
Finance of the Commission. The comment letter relates to the above-referenced
Post-Effective Amendment (the "Amendment") to Registration Statement on Form F-3
(the "Form F-3") filed by the Company with the Commission on May 31, 2005.

      In the comment letter, the Staff requested that the Company acknowledge
certain matters with respect to the Amendment filing. Specifically, the Staff
provided the following comment:

              We urge all persons who are responsible for the accuracy and
      adequacy of the disclosure in the filings reviewed by the staff to be
      certain that they have provided all information investors require for an
      informed decision. Since the company and its management are in possession
      of all facts relating to a company's disclosure, they are responsible for
      the accuracy and adequacy of the disclosures they have made.

              Please furnish a letter acknowledging that:

                o should the Commission or the staff, acting pursuant to
                  delegated authority, declare the filing effective, it does not
                  foreclose the Commission from taking any action with respect
                  to the filing;

                o the action of the Commission or the staff, acting pursuant to
                  delegated authority, in declaring the filing effective, does
                  not relieve the company from its full responsibility for the
                  adequacy and accuracy of the disclosure in the filing; and

<PAGE>

                o the company may not assert this action as a defense in any
                  proceeding initiated by the Commission or any person under the
                  federal securities laws of the United States.

               In addition, please be advised that the Division of Enforcement
       has access to all information you provide to the staff of the Division of
       Corporation Finance in connection with our review of your filing or in
       response to our comments on your filing.

       By this letter, the Company hereby acknowledges that, should the
Commission or the Staff, acting pursuant to delegated authority, declare the
Amendment effective, it does not foreclose the Commission from taking any action
with respect to the Amendment. The Company further acknowledges to the
Commission that the action of the Commission or the Staff, acting pursuant to
delegated authority, in declaring the Amendment effective, does not relieve the
Company from its full responsibility for the adequacy and accuracy of the
disclosure in the Amendment. The Company acknowledges that it may not assert
this action as a defense in any proceeding initiated by the Commission or any
person under the federal securities laws of the United States, and that the
Division of Enforcement has access to all information provided to the Staff of
the Division of Corporation Finance in connection with the review of the
Amendment or in response to Staff comments on the Amendment.

            [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

<PAGE>

       Please do not hesitate to contact the undersigned at 314-212-8383 with
any questions regarding this response letter or the above acknowledgement.

                                             Very truly yours,

                                             /s/ Thomas G. O'Brien
                                             ---------------------------
                                             Thomas G. O'Brien
                                             Secretary and Treasurer

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

MAIL STOP 4-6

      March 2, 2005

Thomas G. O`Brien, Treasurer
Amdocs, Inc.
1390 Timberlake Manor Parkway
Chesterfield, Missouri 63017

Re:	Amdocs Limited
	Post-Effective Amendment No. 5 to Form F-3
	File No. 333-114344
	Filed on February 23, 2005

Dear Mr. O`Brien,

      This is to advise you that we have the following comment.
Feel
free to call us at the telephone numbers listed at the end of this
letter.
1. We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

Please furnish a letter acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

* the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement
has
access to all information you provide to the staff of the Division
of
Corporation Finance in connection with our review of your filing
or
in response to our comments on your filing.

*****

 	Please contact Jeffrey Werbitt at (202) 942-1957 or me at
(202)
942-1800 with any questions.

								Sincerely,

								Barbara C. Jacobs
								Assistant Director

cc:	Robert A. Schwed, Esquire
	Wilmer Cutler Pickering Hale and Dorr LLP
	399 Park Avenue
	New York, New York 10022

Amdocs Limited
Form F-3
March 2, 2005
Page 1

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
<PAGE>
                                     AMDOCS

                              March 3, 2005

VIA EDGAR
---------

SECURITIES AND EXCHANGE COMMISSION
Division of Corporation Finance
Judiciary Plaza
450 Fifth Street, N.W.
Washington, DC 20549
Attention: Jeffrey Werbitt

      Re:   AMDOCS LIMITED
            Post-Effective Amendment No. 5 to Form F-3
            filed on February 23, 2005 (File No. 333-114344)
            ------------------------------------------------

Ladies and Gentlemen:

      On behalf of Amdocs Limited (the "Company"), please find below an
acknowledgment of the Company as requested by the staff (the "Staff") of the
Securities and Exchange Commission (the "Commission") in the letter dated March
2, 2005, from Ms. Barbara C. Jacobs, Assistant Director, Division of Corporation
Finance of the Commission. The comment letter relates to the above-referenced
Post-Effective Amendment (the "Amendment") to Registration Statement on Form F-3
(the "Form F-3") filed by the Company with the Commission on February 23, 2005.

      In the comment letter, the Staff requested that the Company acknowledge
certain matters with respect to the Amendment filing. Specifically, the Staff
provided the following comment:

              We urge all persons who are responsible for the accuracy and
      adequacy of the disclosure in the filings reviewed by the staff to be
      certain that they have provided all information investors require for an
      informed decision. Since the company and its management are in possession
      of all facts relating to a company's disclosure, they are responsible for
      the accuracy and adequacy of the disclosures they have made.

              Please furnish a letter acknowledging that:

                o should the Commission or the staff, acting pursuant to
                  delegated authority, declare the filing effective, it does not
                  foreclose the Commission from taking any action with respect
                  to the filing;

                o the action of the Commission or the staff, acting pursuant to
                  delegated authority, in declaring the filing effective, does
                  not relieve the company from its full responsibility for the
                  adequacy and accuracy of the disclosure in the filing; and

<PAGE>

                o the company may not assert this action as a defense in any
                  proceeding initiated by the Commission or any person under the
                  federal securities laws of the United States.

               In addition, please be advised that the Division of Enforcement
       has access to all information you provide to the staff of the Division of
       Corporation Finance in connection with our review of your filing or in
       response to our comments on your filing.

       By this letter, the Company hereby acknowledges that, should the
Commission or the Staff, acting pursuant to delegated authority, declare the
Amendment effective, it does not foreclose the Commission from taking any action
with respect to the Amendment. The Company further acknowledges to the
Commission that the action of the Commission or the Staff, acting pursuant to
delegated authority, in declaring the Amendment effective, does not relieve the
Company from its full responsibility for the adequacy and accuracy of the
disclosure in the Amendment. The Company acknowledges that it may not assert
this action as a defense in any proceeding initiated by the Commission or any
person under the federal securities laws of the United States, and that the
Division of Enforcement has access to all information provided to the Staff of
the Division of Corporation Finance in connection with the review of the
Amendment or in response to Staff comments on the Amendment.

            [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

<PAGE>

       Please do not hesitate to contact the undersigned at 314-212-8383 with
any questions regarding this response letter or the above acknowledgement.

                                             Very truly yours,

                                             /s/ Thomas G. O'Brien
                                             ---------------------------
                                             Thomas G. O'Brien
                                             Secretary and Treasurer

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
<PAGE>
                                  [AMDOCS LOGO]

                                February 3, 2005

VIA EDGAR
---------

SECURITIES AND EXCHANGE COMMISSION
Division of Corporation Finance
Judiciary Plaza
450 Fifth Street, N.W.
Washington, DC 20549
Attention: Jeffrey Werbitt

         Re:      AMDOCS LIMITED
                  Post-Effective Amendment No. 4 to Form F-3
                  FILED ON NOVEMBER 17, 2004 (FILE NO. 333-114344)
                  ------------------------------------------------

Ladies and Gentlemen:

         On behalf of Amdocs Limited (the "Company"), please find below an
acknowledgment of the Company as requested by the staff (the "Staff") of the
Securities and Exchange Commission (the "Commission") in the letter dated
February 3, 2005, from Ms. Barbara C. Jacobs, Assistant Director, Division of
Corporation Finance of the Commission. The comment letter relates to the
above-referenced Post-Effective Amendment (the "Amendment") to Registration
Statement on Form F-3 (the "Form F-3") filed by the Company with the Commission
on January 27, 2005.

         In the comment letter, the Staff requested that the Company acknowledge
certain matters with respect to the Amendment filing. Specifically, the Staff
provided the following comment:

                  We urge all persons who are responsible for the accuracy and
         adequacy of the disclosure in the filings reviewed by the staff to be
         certain that they have provided all information investors require for
         an informed decision. Since the company and its management are in
         possession of all facts relating to a company's disclosure, they are
         responsible for the accuracy and adequacy of the disclosures they have
         made.

                  Please furnish a letter acknowledging that:

                  o      should the Commission or the staff, acting pursuant to
                         delegated authority, declare the filing effective, it
                         does not foreclose the Commission from taking any
                         action with respect to the filing;

                  o      the action of the Commission or the staff, acting
                         pursuant to delegated authority, in declaring the
                         filing effective, does not relieve the company from its
                         full responsibility for the adequacy and accuracy of
                         the disclosure in the filing; and
<PAGE>

                  o      the company may not assert this action as a defense in
                         any proceeding initiated by the Commission or any
                         person under the federal securities laws of the United
                         States.

                  In addition, please be advised that the Division of
         Enforcement has access to all information you provide to the staff of
         the Division of Corporation Finance in connection with our review of
         your filing or in response to our comments on your filing.

         By this letter, the Company hereby acknowledges that, should the
Commission or the Staff, acting pursuant to delegated authority, declare the
Amendment effective, it does not foreclose the Commission from taking any action
with respect to the Amendment. The Company further acknowledges to the
Commission that the action of the Commission or the Staff, acting pursuant to
delegated authority, in declaring the Amendment effective, does not relieve the
Company from its full responsibility for the adequacy and accuracy of the
disclosure in the Amendment. The Company acknowledges that it may not assert
this action as a defense in any proceeding initiated by the Commission or any
person under the federal securities laws of the United States, and that the
Division of Enforcement has access to all information provided to the Staff of
the Division of Corporation Finance in connection with the review of the
Amendment or in response to Staff comments on the Amendment.

            [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

<PAGE>

         Please do not hesitate to contact the undersigned at 314-212-8383 with
any questions regarding this response letter or the above acknowledgement.

                                 Very truly yours,

                                 /s/ Thomas G. O'Brien

                                 Thomas G. O'Brien
                                 Secretary and Treasurer

</TEXT>
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<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

MAIL STOP 4-6

      February 3, 2005

Thomas G. O`Brien, Treasurer
Amdocs, Inc.
1390 Timberlake Manor Parkway
Chesterfield, Missouri 63017

Re:	Amdocs Limited
	Post-Effective Amendment No. 4 to Form F-3
	File No. 333-114344
	Filed on January 27, 2005

Dear Mr. O`Brien,

      This is to advise you that we have the following comment.
Feel
free to call us at the telephone numbers listed at the end of this
letter.
1. We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

Please furnish a letter acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

* the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement
has
access to all information you provide to the staff of the Division
of
Corporation Finance in connection with our review of your filing
or
in response to our comments on your filing.

*****

 	Please contact Jeffrey Werbitt at (202) 942-1957 or me at
(202)
942-1800 with any questions.

								Sincerely,

								Barbara C. Jacobs
								Assistant Director

cc:	Robert A. Schwed, Esquire
	Wilmer Cutler Pickering Hale and Dorr LLP
	399 Park Avenue
	New York, New York 10022

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Amdocs Limited
Form F-3
February 3, 2005
Page 1

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