PROSPECTUS SUPPLEMENT NO. 3                     Filed Pursuant to Rule 424(b)(3)
(To Prospectus dated September 25, 2001)    Registration Statement No. 333-67572

                                 Amdocs Limited

                                  $500,000,000
                     2% Convertible Notes due June 1, 2008
                                      and
                       5,429,350 Ordinary Shares Issuable
                          upon Conversion of the Notes
                            ------------------------

     This prospectus supplement relates to the resale by holders of our 2%
Convertible Notes due June 1, 2008 and ordinary shares issuable upon conversion
of the notes. This prospectus supplement may only be delivered or used in
connection with our prospectus dated September 25, 2001. Our ordinary shares are
traded on the New York Stock Exchange under the symbol "DOX."

     Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

                            ------------------------

                  PROSPECTUS SUPPLEMENT DATED OCTOBER 22, 2001


     The information appearing in the following table supplements or supersedes
in part the information in the table under the caption "Selling Holders",
beginning on page 50 in our prospectus and was provided by or on behalf of the
selling holders.



                                            PRINCIPAL       ORDINARY
                                            AMOUNT OF        SHARES                     ORDINARY SHARES
                                              NOTES       BENEFICIALLY                BENEFICIALLY OWNED
                                           BENEFICIALLY      OWNED        ORDINARY      AFTER OFFERING
                                            OWNED AND        BEFORE        SHARES     -------------------
             NAME AND ADDRESS                OFFERED        OFFERING     OFFERED(1)    AMOUNT    PERCENT
             ----------------              ------------   ------------   ----------   --------   --------
                                                                                  
Highbridge International LLC                $3,000,000       32,576        32,576           0       *
  9 West 57 Street
  27(th) Floor
  New York, NY 10019


---------------
  * Indicates less than 1%.

(1) Assumes conversion of all the holder's notes at a conversion rate of 10.8587
    ordinary shares per each $1,000 principal amount of the notes and resale of
    all ordinary shares offered hereby. In addition, the per share conversion
    price, and therefore the number of ordinary shares issuable upon conversion
    of the notes, is subject to adjustment. As a result, the aggregate principal
    amount of the notes and the number of shares of ordinary shares issuable
    upon conversion of the notes may increase or decrease.