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

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

 

 

     On April 17, 2008, Amdocs Limited (“Amdocs”) issued a press release announcing financial results for the quarter ended March 31, 2008. A copy of the press release is furnished as Exhibit 99.1 to this Report of Foreign Private Issuer on Form 6-K.

     On April 17, 2008, Amdocs issued a press release announcing that Eli Gelman will relinquish his role as chief operating officer of Amdocs effective immediately, though he will remain as a member of the Amdocs management team effective January 1, 2009. A copy of the press release is furnished as exhibit 99.2 to this Report of Foreign Private Issuer on Form 6-k.

     The information in this Form 6-K (including Exhibit 99.1 and Exhibit 99.2) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act.

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
		/s/ Thomas G. O’Brien
		Thomas G. O’Brien
		Treasurer and Secretary
		Authorized U.S. Representative

Date: April 17, 2008

EXHIBIT INDEX

EXHIBIT NO.		DESCRIPTION
99.1		Amdocs Limited Press Release dated April 17, 2008.
99.2		Amdocs Limited Press Release dated April 17, 2008.

Amdocs Limited Reports Strong Revenue Growth

Amdocs Reports Record Quarterly Revenue of $774 Million, Exceeding Guidance

Key highlights:

	•		Second quarter revenue increased to $774 million, exceeding guidance of $757-$767 million
	•		Second quarter diluted non-GAAP EPS, excluding acquisition-related costs and equity-based compensation expense, net of related tax effects, increased to $0.58, in line with guidance of $0.57-$0.59 diluted EPS
	•		Diluted GAAP EPS of $0.46 for the quarter
	•		Free cash flow of $63 million for the quarter
	•		Third quarter fiscal 2008 guidance: Expected revenue of approximately $790-$805 million and diluted non-GAAP EPS of $0.59-$0.61, excluding acquisition-related costs and approximately $0.06-$0.07 per share of equity-based compensation expense, net of related tax effects. Diluted GAAP EPS is expected to be approximately $0.45-$0.48, without taking into account potential purchase price adjustments relating to the acquisition of Jacobs Rimell in April 2008
	•		Updated fiscal 2008 guidance: Expected revenue of approximately $3.09–$3.15 billion and diluted non-GAAP EPS of $2.31-$2.37, excluding acquisition-related costs and approximately $0.21-$0.24 per share of equity-based compensation expense, net of related tax effects. Diluted GAAP EPS is expected to be approximately $1.81-$1.90, without taking into account potential purchase price adjustments relating to the acquisition of Jacobs Rimell in April 2008

St. Louis, MO – April 17, 2008 – Amdocs Limited (NYSE: DOX) today reported that for the quarter ended March 31, 2008, revenue was $774.3 million, an increase of 9.6% from last year’s second quarter. Net income on a non-GAAP basis was $126.6 million, or $0.58 per diluted share (excluding acquisition-related costs, which include amortization of purchased intangible assets, and excluding equity-based compensation expense, net of related tax

effects, of $26.8 million), compared to non-GAAP net income of $114.5 million, or $0.52 per diluted share, in the second quarter of fiscal 2007 (excluding acquisition-related costs, which include amortization of purchased intangible assets, in-process research and development write-off and other, and excluding restructuring charges and equity-based compensation expense, net of related tax effects, of $27.3 million). The Company’s GAAP net income was $99.9 million, or $0.46 per diluted share, compared to GAAP net income of $87.2 million, or $0.40 per diluted share, in the second quarter of fiscal 2007. Free cash flow for the quarter was $63.1 million, comprised of cash flow from operations of $97.3 million less $34.2 million in net capital expenditures and other.

“We are pleased to report that we have exceeded our plans for this quarter and for the first half of fiscal 2008,” said Dov Baharav, chief executive officer of Amdocs Management Limited. “Our strong results are driven by an expansion of our managed services business and by expanding our implementations of mission-critical systems in both developed and emerging markets. We recognize that there is uncertainty in the market as economic conditions have become more challenging and we believe that our forecasts for the second half of this fiscal year take this into account. Our customers recognize that Amdocs systems including our new CES 7.5 offering can help them to increase revenue and reduce costs; the result for Amdocs is greater customer commitments and a strong pipeline of potential business. We continue to see demand for projects supporting new initiatives as well as from projects focused more on cost savings, including managed services opportunities, and we look forward to continued growth in the second half of fiscal 2008.”

In the second quarter Amdocs had numerous wins across lines of business and geographies. The Company continued to show progress in the operational support systems (OSS) area by winning a strategic deal with a large North American service provider. In Europe, Amdocs signed an important CRM deal with a large wireless carrier to help them improve their customer experience. The Company had several wins with wireless carriers including a consulting engagement to help a service provider introduce new, innovative offerings. Amdocs won several new deals in emerging markets based on the Amdocs Compact Convergence Suite.

Amdocs is continuing to expand and strengthen its position in the broadband cable and satellite market with several wins and a recent acquisition. In addition to the wins noted above, a large broadband cable operator in North America has chosen Amdocs to provide

self-service capabilities including an eBill presentment and payment solution. The Company also won service projects related to requirements scoping, which can be the initial phase of system transformation. Shortly after the end of the quarter, Amdocs announced the acquisition of Jacobs Rimell in order to expand its capabilities in OSS for broadband.

Financial Outlook

Amdocs expects that revenue for the third quarter of fiscal 2008 will be approximately $790-$805 million. Diluted earnings per share on a non-GAAP basis for the third quarter are expected to be $0.59-$0.61, excluding acquisition-related costs and approximately $0.06-$0.07 per share of equity-based compensation expense, net of related tax effects. Diluted GAAP EPS is expected to be approximately $0.45-$0.48, without taking into account potential purchase price adjustments relating to the acquisition of Jacobs Rimell in April 2008.

Updated fiscal 2008 guidance: Expected revenue of approximately $3.09-$3.15 billion and diluted non-GAAP EPS of $2.31-$2.37, excluding acquisition-related costs and approximately $0.21-$0.24 per share of equity-based compensation expense, net of related tax effects. Diluted GAAP EPS is expected to be approximately $1.81-$1.90, without taking into account potential purchase price adjustments relating to the acquisition of Jacobs Rimell in April 2008.

Amdocs will host a conference call on April 17, 2008 at 5 p.m. Eastern Time to discuss the Company’s second 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 financial measures, including free cash flow, non-GAAP cost of service, non-GAAP research and development, non-GAAP selling, general and administrative, non-GAAP operating income, 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 and other,
	•		restructuring charges
	•		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 are not based on any comprehensive 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 financial measures, including free cash flow, non-GAAP cost of service, non-GAAP research and development, non-GAAP selling, general and administrative, non-GAAP operating income, 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 as well as the net amount of cash generated by its business operations after taking into account capital spending required to maintain or expand the business.

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 and other, restructuring charges, 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 assumptions used by an individual company in determining the amounts of the expenses.

Amdocs further believes that, where the adjustments used in calculating non-GAAP diluted earnings per share are based on specific, identified amounts that impact different line items in the Consolidated Statements of Income (including cost of service, research and development, selling, general and administrative, operating income, income taxes and net income), it is useful to investors to understand how these specific line items in the Consolidated Statements of Income are affected by these adjustments.

Please refer to the Reconciliation of Selected Financial Metrics from GAAP to Non-GAAP tables below.

About Amdocs

Amdocs is the market leader in customer experience systems innovation, enabling world-leading service providers to deliver an integrated, innovative and the intentional customer experience^TM – at every point of service.  Amdocs provides solutions that deliver customer experience excellence, combining the software, service and expertise to help its customers execute their strategies and achieve service, operational and financial excellence. A global company with revenue of $2.84 billion in fiscal 2007, Amdocs has more than 17,000 employees and serves customers in more than 50 countries around the world. For more information, visit Amdocs at www.amdocs.com.

This press release includes information that constitutes forward-looking statements made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995, including statements about Amdocs growth and business results in future quarters. Although we believe the expectations reflected in such forward-looking statements are based upon reasonable assumptions, we can give no assurance that our expectations will be obtained or that any deviations will not be material. Such statements involve risks and uncertainties that may cause future results to differ from those anticipated. These risks include, but are not limited to, the effects of general economic conditions, Amdocs ability to grow in the business markets that it serves, Amdocs ability to successfully integrate acquired businesses, adverse effects of market competition, rapid technological shifts that may render the Company’s products and services obsolete, potential loss of a major customer, our ability to develop long-term relationships with our customers, and risks associated with operating businesses in the international market. Amdocs may elect to update these forward-looking statements at some point in the future; however, the Company specifically disclaims any obligation to do so. These and other risks are

discussed at greater length in the Company’s filings with the Securities and Exchange Commission, including in our Annual Report on Form 20-F for the fiscal year ended September 30, 2007 filed on December 3, 2007 and on Form 6-K furnished on February 11, 2008.

Contact:
Thomas G. O’Brien
Treasurer and Vice President of Investor Relations
Amdocs Limited
314-212-8328
E-mail: dox_info@amdocs.com

AMDOCS LIMITED

Consolidated Statements of Income

(in thousands, except per share data)

		Three months ended								Six months ended
		March 31,								March 31,
		2008				2007				2008				2007
Revenue:
License		$	32,109			$	37,526			$	58,326			$	69,270
Service			742,172				668,835				1,458,205				1,328,123
			774,281				706,361				1,516,531				1,397,393
Operating expenses:
Cost of license			938				1,016				1,712				2,085
Cost of service			493,956				446,860				964,697				881,981
Research and development			56,088				57,734				112,103				118,202
Selling, general and administrative			98,666				91,280				196,331				180,450
Amortization of purchased intangible assets			21,753				18,912				43,506				36,610
Restructuring charges, in-process research and development and other			—				6,761				—				6,761
			671,401				622,563				1,318,349				1,226,089
Operating income			102,880				83,798				198,182				171,304
Interest income and other, net			8,822				10,899				17,638				22,638
Income before income taxes			111,702				94,697				215,820				193,942
Income taxes			11,843				7,526				20,297				13,429
Net income		$	99,859			$	87,171			$	195,523			$	180,513
Basic earnings per share		$	0.48			$	0.42			$	0.94			$	0.87
Diluted earnings per share (1)		$	0.46			$	0.40			$	0.89			$	0.82
Basic weighted average number of shares outstanding			206,759				207,293				207,437				206,867
Diluted weighted average number of shares outstanding			219,786				222,499				220,912				222,608

AMDOCS LIMITED
Selected Financial Metrics
(in thousands, except per share data)

		Three months ended								Six months ended
		March 31,								March 31,
		2008				2007				2008				2007
Revenue		$	774,281			$	706,361			$	1,516,531			$	1,397,393
Non-GAAP operating income			138,046				121,437				269,317				241,966
Non-GAAP net income			126,647				114,471				249,937				232,587
Non-GAAP diluted earnings per share (1)		$	0.58			$	0.52			$	1.14			$	1.05
Diluted weighted average number of shares outstanding			219,786				222,499				220,912				222,608

AMDOCS LIMITED
Reconciliation of Selected Financial Metrics from GAAP to Non-GAAP
(in thousands)

		Three months ended
		March 31, 2008
						Reconciliation items
						Amortization
						of purchased				Equity based
						intangible				compensation
		GAAP				assets				expense				Tax effect				Non-GAAP
Operating expenses:
Cost of license		$	938			$	—			$	—			$	—			$	938
Cost of service			493,956				—				(5,431	)			—				488,525
Research and development			56,088				—				(1,146	)			—				54,942
Selling, general and administrative			98,666				—				(6,836	)			—				91,830
Amortization of purchased intangible assets			21,753				(21,753	)			—				—				—
Total operating expenses			671,401				(21,753	)			(13,413	)			—				636,235
Operating income			102,880				21,753				13,413				—				138,046
Income taxes			11,843				—				—				8,378				20,221
Net income		$	99,859			$	21,753			$	13,413			$	(8,378	)		$	126,647

		Three months ended
		March 31, 2007
						Reconciliation items
										Restructuring
										charges, in-
						Amortization				process
						of purchased				research and				Equity based
						intangible				development				compensation
		GAAP				assets				and other				expense				Tax effect				Non-GAAP
Operating expenses:
Cost of license		$	1,016			$	—			$	—			$	—			$	—			$	1,016
Cost of service			446,860				—				—				(6,005	)			—				440,855
Research and development			57,734				—				—				(1,587	)			—				56,147
Selling, general and administrative			91,280				—				—				(4,374	)			—				86,906
Amortization of purchased intangible assets			18,912				(18,912	)			—				—				—				—
Restructuring charges, in-process research and development and other			6,761				—				(6,761	)			—				—				—
Total operating expenses			622,563				(18,912	)			(6,761	)			(11,966	)			—				584,924
Operating income			83,798				18,912				6,761				11,966				—				121,437
Income taxes			7,526				—				—				—				10,339				17,865
Net income		$	87,171			$	18,912			$	6,761			$	11,966			$	(10,339	)		$	114,471

AMDOCS LIMITED
Reconciliation of Selected Financial Metrics from GAAP to Non-GAAP
(in thousands)

		Six months ended
		March 31, 2008
						Reconciliation items
						Amortization
						of purchased				Equity based
						intangible				compensation
		GAAP				assets				expense				Tax effect				Non-GAAP
Operating expenses:
Cost of license		$	1,712			$	—			$	—			$	—			$	1,712
Cost of service			964,697				—				(11,713	)			—				952,984
Research and development			112,103				—				(2,522	)			—				109,581
Selling, general and administrative			196,331				—				(13,394	)			—				182,937
Amortization of purchased intangible assets			43,506				(43,506	)			—				—				—
Total operating expenses			1,318,349				(43,506	)			(27,629	)			—				1,247,214
Operating income			198,182				43,506				27,629				—				269,317
Income taxes			20,297				—				—				16,721				37,018
Net income		$	195,523			$	43,506			$	27,629			$	(16,721	)		$	249,937

		Six months ended
		March 31, 2007
						Reconciliation items
										Restructuring
										charges, in-
						Amortization				process
						of purchased				research and				Equity based
						intangible				development				compensation
		GAAP				assets				and other				expense				Tax effect				Non-GAAP
Operating expenses:
Cost of license		$	2,085			$	—			$	—			$	—			$	—			$	2,085
Cost of service			881,981				—				—				(12,327	)			—				869,654
Research and development			118,202				—				—				(3,365	)			—				114,837
Selling, general and administrative			180,450				—				—				(11,599	)			—				168,851
Amortization of purchased intangible assets			36,610				(36,610	)			—				—				—				—
Restructuring charges, in-process research and development and other			6,761				—				(6,761	)			—				—				—
Total operating expenses			1,226,089				(36,610	)			(6,761	)			(27,291	)			—				1,155,427
Operating income			171,304				36,610				6,761				27,291				—				241,966
Income taxes			13,429				—				—				—				18,588				32,017
Net income		$	180,513			$	36,610			$	6,761			$	27,291			$	(18,588	)		$	232,587

AMDOCS LIMITED
Condensed Consolidated Balance Sheets
(in thousands)

		As of
		March 31,				September 30,
		2008				2007
ASSETS
Current assets
Cash, cash equivalents and short-term interest-bearing investments		$	1,181,797			$	1,179,280
Accounts receivable, net, including unbilled of $41,300 and $43,870 respectively (*)			568,503				473,847
Deferred income taxes and taxes receivable			108,959				117,623
Prepaid expenses and other current assets			113,463				98,746
Total current assets			1,972,722				1,869,496
Equipment, vehicles and leasehold improvements, net			296,288				283,839
Goodwill and other intangible assets, net			1,772,346				1,792,588
Other noncurrent assets (*)			464,047				399,427
Total assets		$	4,505,403			$	4,345,350
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Accounts payable and accruals		$	581,437			$	592,937
Short-term portion of capital lease obligations and other financing arrangements			2,178				2,055
Deferred revenue (*)			209,226				174,526
Deferred income taxes and taxes payable			35,882				205,960
Total current liabilities			828,723				975,478
0.50% Convertible notes			450,000				450,000
Noncurrent liabilities and other			502,986				319,629
Shareholders’ equity			2,723,694				2,600,243
Total liabilities and shareholders’ equity		$	4,505,403			$	4,345,350

# # #

Exhibit 99.2

Amdocs Executive Vice President and

Chief Operating Officer Eli Gelman to Leave Amdocs Effective January 2009

St. Louis, MO – April 17, 2008 –Amdocs Limited (NYSE: DOX) today announced that Amdocs Management Limited’s executive vice president and chief operating officer Eli Gelman will leave Amdocs effective January 1, 2009. Gelman will relinquish his role as chief operating officer immediately but will continue to actively contribute to the Amdocs management team in a new role until his departure and will retain his seat on the board of directors.

“Eli has decided to pursue business and social welfare activities outside of Amdocs, within a private framework,” said Dov Baharav, chief executive officer of Amdocs Management Limited. “I sincerely thank Eli for his 21 years of dedicated and outstanding service to Amdocs. Eli has been an integral part of our growth and success. We will miss him and wish him well in his new endeavors.”

“It is with mixed emotions that I leave my position on the Amdocs management team, but I look forward to this next stage in my personal and professional life,” said Gelman. “I take comfort in knowing that I leave behind a great depth and breadth of talented and experienced leaders who will contribute to the success of Amdocs in the years to come.”

About Amdocs

Amdocs is the market leader in customer experience systems innovation, enabling world-leading service providers to deliver an integrated, innovative and intentional customer experience^(™) at every point of service. Amdocs provides solutions that deliver customer experience excellence, combining the software, service and expertise to help its customers execute their strategies and achieve service, operational and financial excellence. A global company with revenue of $2.84 billion in fiscal 2007, Amdocs has more than 17,000 employees and serves customers in more than 50 countries around the world. For more information, visit Amdocs at http://www.amdocs.com.

Amdocs Forward-Looking Statement

This press release includes information that constitutes forward-looking statements made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995, including statements about Amdocs’ growth and business results in future quarters. Although we believe the expectations reflected in such forward-looking statements are based upon reasonable assumptions, we can give no assurance that our expectations will be obtained or that any deviations will not be material. Such statements involve risks and uncertainties that may cause future results to differ from those anticipated. These risks include, but are not limited to, the effects of general economic conditions, Amdocs’ ability to grow in the business segments it serves, adverse effects of market competition, rapid technological shifts that may render the Company’s products and services obsolete, potential loss of a major customer, our ability to develop long-term relationships with our customers, and risks associated with operating businesses in the international market. Amdocs may elect to update these forward-looking statements at some point in the future, however the Company specifically disclaims any obligation to do so. These and other risks are discussed at greater length in the

Company’s filings with the Securities and Exchange Commission, including in our Annual Report on Form 20-F for the fiscal year ended September 30, 2007, filed on December 3, 2007, and in our quarterly 6-K furnished on February 11, 2008.