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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
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