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

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 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 January 22, 2009, at the annual general meeting of the shareholders of Amdocs Limited (the “Registrant”), the Registrant’s shareholders approved the amended and restated Memorandum of Association and Articles of Association in their entirety and adopted in their place each of the Registrant’s Memorandum of Incorporation and Articles of Incorporation. The Memorandum of Incorporation is attached to this Form 6-K as Exhibit 99.1 and the Articles of Incorporation are attached to this Form 6-K as Exhibit 99.2.

     This Form 6-K shall be incorporated by reference into any Registration Statement filed by the Registrant which by its terms automatically incorporates the Registrant’s filings and submissions with the SEC under Sections 13(a), 13(c) or 15(d) of the Securities Exchange Act of 1934.

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: January 26, 2009

EXHIBIT INDEX

EXHIBIT NO.		DESCRIPTION
99.1		Memorandum of Incorporation
99.2		Articles of Incorporation