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 July, 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

 

 

     On July 23, 2008, Amdocs Limited (“Amdocs”) issued a press release announcing financial results for the quarter ended June 30, 2008. A copy of the press release is furnished as Exhibit 99.1 to this Report of Foreign Private Issuer on Form 6-K.

     The information in this Form 6-K (including Exhibit 99.1) 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.

Date: July 23, 2008

EXHIBIT INDEX

EXHIBIT NO.				DESCRIPTION
	99.1			Amdocs Limited Press Release dated July 23, 2008.

Exhibit 99.1

PRESS RELEASE		amdocs

Amdocs Limited Reports Quarterly Revenue Growth of 15%

Amdocs Reports Record Quarterly Revenue of $820 Million, Exceeding Guidance

Key highlights:

	•		Third quarter revenue increased to $820 million, exceeding guidance of $790-$805 million
	•		Third quarter diluted non-GAAP EPS, excluding acquisition-related costs and equity-based compensation expense, net of related tax effects, increased to $0.61, in line with guidance of $0.59-$0.61 diluted non-GAAP EPS
	•		Diluted GAAP EPS of $0.46 for the quarter
	•		Free cash flow of $83 million for the quarter
	•		Fourth quarter fiscal 2008 guidance: Expected revenue of approximately $825-$835 million and diluted non-GAAP EPS of $0.61-$0.63, 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 $0.47-$0.50

St. Louis, MO – July 23, 2008 – Amdocs Limited (NYSE: DOX) today reported that for its fiscal third quarter ended June 30, 2008, revenue was $820.3 million, an increase of 15.2% from last year’s third quarter. Net income on a non-GAAP basis was $132.5 million, or $0.61 per diluted share (excluding acquisition-related costs, which include amortization of purchased intangible assets and in-process research and development write-off, and excluding equity-based compensation expense, net of related tax effects, of $31.8 million), compared to non-GAAP net income of $120.6 million, or $0.54 per diluted share, in the third quarter of fiscal 2007 (excluding acquisition-related costs, which include amortization of purchased intangible assets and equity-based compensation expense, net of related tax effects, of $32.4 million). The Company’s GAAP net income was $100.7 million, or $0.46 per diluted share, compared

to GAAP net income of $88.2 million, or $0.40 per diluted share, in the third quarter of fiscal 2007. Free cash flow for the quarter was $83.2 million, comprised of cash flow from operations of $115.1 million less $31.9 million in net capital expenditures and other.

“Our role as a strategic partner with our customers is translating into excellent business results for Amdocs,” said Dov Baharav, chief executive officer of Amdocs Management Limited. “We continue to provide innovative solutions to solve real-world business needs for the leading service providers around the world. Our unique combination of industry-leading integrated products, services and domain expertise provides us with growth opportunities in areas such as managed services and transformational projects in developed markets and in emerging markets around the world. We continue to see strong demand at this time but there are macro-economic uncertainties which may have an impact on our results in the future. We believe that we are well-positioned for future growth.”

In the third quarter Amdocs had numerous wins across lines of business and geographies. The Company had a win in North America with the Amdocs CES — Qpass 7.5 offering and continues to show momentum in broadband cable and satellite with wins for operational support systems (OSS) and mediation solutions. Amdocs had additional OSS success including a win in Asia Pacific, which builds on a strong existing relationship, and in Europe with Slovak Telecom. Amdocs enjoyed success in emerging markets as Bakcell in Azerbaijan selected Amdocs Compact Convergence Suite and another service provider chose Amdocs CRM.

Financial Outlook

Amdocs expects that revenue for the fourth quarter of fiscal 2008 will be approximately $825-$835 million. Amdocs expects diluted earnings per share on a non-GAAP basis for the fourth quarter to be $0.61-$0.63, 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 $0.47-$0.50.

Amdocs will host a conference call on July 23, 2008 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 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 and May 6, 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								Nine months ended
		June 30,								June 30,
		2008				2007				2008				2007
Revenue:
License		$	35,244			$	43,821			$	93,570			$	113,091
Service			785,044				668,270				2,243,249				1,996,393
			820,288				712,091				2,336,819				2,109,484
Operating expenses:
Cost of license			555				960				2,267				3,045
Cost of service			528,437				448,795				1,493,134				1,330,776
Research and development			56,137				56,727				168,240				174,929
Selling, general and administrative			104,632				94,445				300,963				274,895
Amortization of purchased intangible assets			22,796				19,175				66,302				55,785
Restructuring charges, in-process research and development and other			1,780				—				1,780				6,761
			714,337				620,102				2,032,686				1,846,191
Operating income			105,951				91,989				304,133				263,293
Interest income and other, net			6,159				14,290				23,797				36,928
Income before income taxes			112,110				106,279				327,930				300,221
Income taxes			11,438				18,098				31,735				31,527
Net income		$	100,672			$	88,181			$	296,195			$	268,694
Basic earnings per share		$	0.49			$	0.42			$	1.43			$	1.30
Diluted earnings per share (1)		$	0.46			$	0.40			$	1.36			$	1.22
Basic weighted average number of shares outstanding			206,329				208,262				207,069				207,332
Diluted weighted average number of shares outstanding			219,120				223,775				220,315				222,997

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

		Three months ended								Nine months ended
		June 30,								June 30,
		2008				2007				2008				2007
Revenue		$	820,288			$	712,091			$	2,336,819			$	2,109,484
Non-GAAP operating income			146,608				123,843				415,925				365,809
Non-GAAP net income			132,463				120,576				382,400				353,163
Non-GAAP diluted earnings per share (1)		$	0.61			$	0.54			$	1.75			$	1.60
Diluted weighted average number of shares outstanding			219,120				223,775				220,315				222,997

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

		Three months ended
		June 30, 2008
						Reconciliation items
										Restructuring
										charges,
						Amortization				in-process
						of purchased				research and				Equity based
						intangible				development				compensation
		GAAP				assets				and other				expense				Tax effect				Non-GAAP
Operating expenses:
Cost of license		$	555			$	—			$	—			$	—			$	—			$	555
Cost of service			528,437				—				—				(5,998	)			—				522,439
Research and development			56,137				—				—				(1,104	)			—				55,033
Selling, general and administrative			104,632				—				—				(8,979	)			—				95,653
Amortization of purchased intangible assets			22,796				(22,796	)			—				—				—				—
Restructuring charges, in-process research and development and other			1,780				—				(1,780	)			—				—				—
Total operating expenses			714,337				(22,796	)			(1,780	)			(16,081	)			—				673,680
Operating income			105,951				22,796				1,780				16,081				—				146,608
Income taxes			11,438				—				—				—				8,866				20,304
Net income		$	100,672			$	22,796			$	1,780			$	16,081			$	(8,866	)		$	132,463

		Three months ended
		June 30, 2007
						Reconciliation items
						Amortization
						of purchased				Equity based
						intangible				Compensation
		GAAP				assets				expense				Tax effect				Non-GAAP
Operating expenses:
Cost of license		$	960			$	—			$	—			$	—			$	960
Cost of service			448,795				—				(6,587	)			—				442,208
Research and development			56,727				—				(1,734	)			—				54,993
Selling, general and administrative			94,445				—				(4,358	)			—				90,087
Amortization of purchased intangible assets			19,175				(19,175	)			—				—				—
Total operating expenses			620,102				(19,175	)			(12,679	)			—				588,248
Operating income			91,989				19,175				12,679				—				123,843
Income taxes			18,098				—				—				(541	)			17,557
Net income		$	88,181			$	19,175			$	12,679			$	541			$	120,576

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

		Nine months ended
		June 30, 2008
						Reconciliation items
										Restructuring
										charges,
						Amortization				in-process
						of purchased				research and				Equity based
						intangible				development				compensation
		GAAP				assets				and other				expense				Tax effect				Non-GAAP
Operating expenses:
Cost of license		$	2,267			$	—			$	—			$	—			$	—			$	2,267
Cost of service			1,493,134				—				—				(17,711	)			—				1,475,423
Research and development			168,240				—				—				(3,626	)			—				164,614
Selling, general and administrative			300,963				—				—				(22,373	)			—				278,590
Amortization of purchased intangible assets			66,302				(66,302	)			—				—				—				—
Restructuring charges, in-process research and development and other			1,780				—				(1,780	)			—				—				—
Total operating expenses			2,032,686				(66,302	)			(1,780	)			(43,710	)			—				1,920,894
Operating income			304,133				66,302				1,780				43,710				—				415,925
Income taxes			31,735				—				—				—				25,587				57,322
Net income		$	296,195			$	66,302			$	1,780			$	43,710			$	(25,587	)		$	382,400

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

		Nine months ended
		June 30, 2007
						Reconciliation items
										Restructuring
										charges,
										in-process
						Amortization of				research and				Equity based
						purchased				development				compensation
		GAAP				intangible assets				and other				expense				Tax effect				Non-GAAP
Operating expenses:
Cost of license		$	3,045			$	—			$	—			$	—			$	—			$	3,045
Cost of service			1,330,776				—				—				(18,914	)			—				1,311,862
Research and development			174,929				—				—				(5,099	)			—				169,830
Selling, general and administrative			274,895				—				—				(15,957	)			—				258,938
Amortization of purchased intangible assets			55,785				(55,785	)			—				—				—				—
Restructuring charges, in-process research and development and other			6,761				—				(6,761	)			—				—				—
Total operating expenses			1,846,191				(55,785	)			(6,761	)			(39,970	)			—				1,743,675
Operating income			263,293				55,785				6,761				39,970				—				365,809
Income taxes			31,527				—				—				—				18,047				49,574
Net income		$	268,694			$	55,785			$	6,761			$	39,970			$	(18,047	)		$	353,163

AMDOCS LIMITED
Condensed Consolidated Balance Sheets
(in thousands)

		As of
		June 30,				September 30,
		2008				2007
ASSETS
Current assets
Cash, cash equivalents and short-term interest-bearing investments		$	1,180,405			$	1,179,280
Accounts receivable, net, including unbilled of $35,744 and $43,870 respectively (*)			588,667				473,847
Deferred income taxes and taxes receivable			98,605				117,623
Prepaid expenses and other current assets			104,050				98,746
Total current assets			1,971,727				1,869,496
Equipment, vehicles and leasehold improvements, net			304,146				283,839
Goodwill and other intangible assets, net			1,794,893				1,792,588
Other noncurrent assets (*)			493,225				399,427
Total assets		$	4,563,991			$	4,345,350
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Accounts payable and accruals		$	584,424			$	592,937
Short-term portion of capital lease obligations and other financing arrangements			2,033				2,055
Deferred revenue (*)			188,336				174,526
Deferred income taxes and taxes payable			39,591				205,960
Total current liabilities			814,384				975,478
0.50% Convertible notes			450,000				450,000
Noncurrent liabilities and other			500,238				319,629
Shareholders’ equity			2,799,369				2,600,243
Total liabilities and shareholders’ equity		$	4,563,991			$	4,345,350