SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 6-K

                        REPORT OF FOREIGN PRIVATE ISSUER
                      PURSUANT TO RULE 13A-16 OR 15D-16 OF
                       THE SECURITIES EXCHANGE ACT OF 1934


                           For the Month of May, 2001


                                 AMDOCS LIMITED

                           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    X                     FORM 40 F
                     -----                             ----


(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                                NO     X
                     -----                        -----





          On May 24, 2001, Amdocs Limited ("Amdocs") announced the private
placement of $500,000,000 of its 2% Convertible Notes due 2008. Amdocs granted
the initial purchaser of the Notes an option to purchase an additional
$100,000,000 aggregate principal amount of the Notes to cover over-allotments.

          Attached as Exhibit 99.1 and incorporated herein by reference in its
entirety is a copy of the press release dated May 24, 2001 announcing the
pricing of the offering.







                                    EXHIBITS

EXHIBIT
   NO.            DESCRIPTION

99.1              Amdocs Press Release dated May 24, 2001.








                                   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


Date: May 24, 2001                   By:   /s/ Thomas G. O'Brien
                                        -------------------------------------
                                     Thomas G. O'Brien
                                     Treasurer and Secretary
                                     Authorized U.S. Representative






                                  EXHIBIT INDEX


EXHIBIT
   NO.            DESCRIPTION

99.1              Amdocs Press Release dated May 24, 2001.

                                                                    Exhibit 99.1

         Amdocs Prices $500 Million Offering of Senior Convertible Notes

ST. LOUIS, MO - May 24, 2001 - Amdocs Limited (NYSE: DOX) today announced
further details regarding the terms of the private placement of 7-year 2.0%
Senior Convertible Notes. Gross proceeds to Amdocs from the sale of the notes,
which were issued at par, were approximately $500 million, with up to another
$100 million in proceeds if the initial purchaser's option to acquire additional
notes is exercised within the allotted 30 days. The notes are convertible into
Ordinary Shares at a conversion rate of 10.86 shares per $1,000.00 principal
value. This represents a conversion premium of 43% to yesterday's $64.40 closing
price of Amdocs' Ordinary Shares on the New York Stock Exchange.

The offering allows Amdocs to raise capital at attractive terms. While the
Company has no immediate needs for these funds, the proceeds may be used for
future possible strategic opportunities including acquisitions, as well as other
general corporate uses.

The notes can be put to Amdocs on the third and fifth anniversary of the issue
date at par and can be repaid in cash or stock at Amdocs' option. The notes are
callable by Amdocs any time after the fifth anniversary of the issue date, at
par.

The transaction is expected to close on May 30, 2001 subject to satisfaction of
customary closing conditions. Amdocs has agreed to file a registration statement
within 90 days of closing.

This news release does not constitute an offer to sell or the solicitation of an
offer to buy the securities. Any offers of the securities will be made only by
means of a private offering memorandum. The securities offered have not yet been
and will not be registered under the Securities Act of 1933 and may not be
offered or sold in the United States absent registration or an applicable
exemption from registration requirements.

Statements in this release that contain "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995 include, but are
not limited to, statements regarding the timing of and conditions of closing and
the amount and use of proceeds. Such forward-looking statements are subject to
certain risks and uncertainties, as disclosed by Amdocs from time to time in its
filings with the Securities and Exchange Commission. As a result of these
factors, Amdocs' actual results may differ materially from those indicated or
implied by such forward-looking statements.

Amdocs is a leading provider of CRM, billing and order management solutions for
the communications industry. Amdocs has an unparalleled success record in
project delivery of its mission-critical products. With human resources of more
than 8,150 information systems professionals, Amdocs supports a global customer
base. For more information visit our Web site at www.amdocs.com

For immediate information contact:

Amdocs
Thomas G. O'Brien
Treasurer and Director of Investor Relations
Amdocs Limited
314/212-8328
E-mail:dox_info@amdocs.com