<PAGE>

      As filed with the Securities and Exchange Commission on April 4, 2006
                                            Registration Statement No. 333-

================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM S-8

                                   ----------

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                                   ----------

                                 AMDOCS LIMITED
             (Exact name of registrant as specified in its charter)

                                   ----------

<TABLE>
<S>                                                          <C>
       ISLAND OF GUERNSEY                                       NOT APPLICABLE
(State or other jurisdiction of                                (I.R.S. Employer
 incorporation or organization)                              Identification No.)
</TABLE>

                      SUITE 5, TOWER HILL HOUSE LE BORDAGE
           ST. PETER PORT, ISLAND OF GUERNSEY, GY1 3QT CHANNEL ISLANDS
              (Address of registrant's principal executive offices)

                1998 STOCK OPTION AND INCENTIVE PLAN, AS AMENDED
                            (Full Title of the Plan)

                                  AMDOCS, INC.
           1390 TIMBERLAKE MANOR PARKWAY, CHESTERFIELD, MISSOURI 63017
                     ATTENTION: THOMAS G. O'BRIEN, TREASURER
                     (Name and address of agent for service)

                                 (314) 212-8328
          (Telephone Number, Including Area Code, of Agent For Service)

                                   ----------

      THE COMMISSION IS REQUESTED TO SEND COPIES OF ALL COMMUNICATIONS TO:

                             ROBERT A. SCHWED, ESQ.
                    WILMER CUTLER PICKERING HALE AND DORR LLP
                                 399 PARK AVENUE
                            NEW YORK, NEW YORK 10022
                                 (212) 937-7200

                                   ----------

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                         Proposed
                                                         Maximum
                                                         Offering   Proposed Maximum
                                        Amount to be      Price         Aggregate          Amount of
Title of Securities to be Registered   Registered (1)   Per Share    Offering Price    Registration Fee
------------------------------------   --------------   ---------   ----------------   ----------------
<S>                                    <C>              <C>         <C>                <C>
Ordinary Shares, L0.01 par value....      8,000,000     $34.80(2)   $278,400,000 (1)        $29,789
</TABLE>

(1)  Pursuant to Rule 416 of the Securities Act, this Registration Statement
     shall also cover any additional Ordinary Shares that become issuable under
     the Plan being registered pursuant to this Registration Statement by reason
     of any stock dividend, stock split, recapitalization or any other similar
     transaction effected without the receipt of consideration that results in
     an increase in the number of the Registrant's outstanding Ordinary Shares.

(2)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as
     amended, and based upon the average of the high and low prices of the
     Registrant's Ordinary Shares as reported on the New York Stock Exchange on
     March 28, 2006.

     The prospectus included in this Registration Statement is a combined
prospectus which also relates to an aggregate of 38,300,000 Ordinary Shares
previously registered under the Company's registration statements on Form S-8
filed on March 31, 2004 (File No. 333-114077), April 6, 2001 (File No.
333-58454), March 2, 2000 (File No. 333-31506) and December 14, 1999 (File No.
333-92705).

================================================================================

<PAGE>

                                EXPLANATORY NOTE

     This Registration Statement on Form S-8 is being filed for the purpose of
registering 8,000,000 ordinary shares, par value L0.01 per share ("Ordinary
Shares") of Amdocs Limited (the "Company") authorized for issuance pursuant to
the Company's 1998 Stock Option and Incentive Plan, as amended (the "Plan").
These additional shares have become authorized for issuance as a result of the
adoption of amendments to the Plan approved by the Company's Board of Directors
and shareholders.

                           INCORPORATION BY REFERENCE

     Pursuant to General Instruction E to Form S-8, the contents of four
registration statements on Form S-8 (File Nos. 333-114077, 333-58454, 333-31506
and 333-92705) previously filed by the Company with respect to Ordinary Shares
offered pursuant to the Plan are hereby incorporated by reference herein, and
the opinions and consents listed below are filed herewith.

                                    Exhibits

<TABLE>
<CAPTION>
Exhibit
 Number   Description
-------   -----------
<S>       <C>
   5.1    Opinion of Carey Olsen.
  23.1    Consent of Carey Olsen (included in Exhibit 5.1).
  23.2    Consent of Ernst & Young LLP.
  24.1    Power of Attorney (included on the signature page of this Registration
          Statement).
</TABLE>

<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of New York, State of New York, on this 4th day of
April, 2006.

                                        AMDOCS LIMITED


                                        By: /s/ Thomas G. O'Brien
                                            ------------------------------------
                                            Thomas G. O'Brien
                                            Treasurer and Secretary
                                            Authorized U.S. Representative

                        POWER OF ATTORNEY AND SIGNATURES

     We, the undersigned officers and directors of Amdocs Limited, hereby
severally constitute Bruce K. Anderson and Thomas G. O'Brien, and each of them
singly, our true and lawful attorneys with full power to them, and each of them
singly, to sign for us and in our names in the capacities indicated below, the
Registration Statement on Form S-8 filed herewith and any and all subsequent
amendments to said Registration Statement, and generally to do all such things
in our names and behalf in our capacities as officers and directors to enable
Amdocs Limited to comply with all requirements of the Securities and Exchange
Commission, hereby ratifying and confirming our signatures as they may be signed
by said attorneys, or any of them, to said Registration Statement and any and
all amendments thereto.

     Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.

<TABLE>
<CAPTION>
              Signature                                    Title                          Date
              ---------                                    -----                          ----
<S>                                     <C>                                          <C>


/s/ Bruce K. Anderson                   Chairman of the Board                        April 4, 2006
-------------------------------------
Bruce K. Anderson


/s/ Dov Baharav                         Director and Principal Executive Officer     April 4, 2006
-------------------------------------
Dov Baharav


/s/ Ron Moskovitz                       Principal Financial and Accounting Officer   April 4, 2006
-------------------------------------
Ron Moskovitz


/s/ Robert A. Minicucci                 Director                                     April 4, 2006
-------------------------------------
Robert A. Minicucci
</TABLE>

<PAGE>

<TABLE>
<S>                                     <C>                                          <C>


/s/ Adrian Gardner                      Director                                     April 4, 2006
-------------------------------------
Adrian Gardner


/s/ Julian A. Brodsky                   Director                                     April 4, 2006
-------------------------------------
Julian A. Brodsky


/s/ Charles E. Foster                   Director                                     April 4, 2006
-------------------------------------
Charles E. Foster


/s/ Eli Gelman                          Director                                     April 4, 2006
-------------------------------------
Eli Gelman


/s/ James S. Kahan                      Director                                     April 4, 2006
-------------------------------------
James S. Kahan


/s/ Nehmeia Lemelbaum                   Director                                     April 4, 2006
-------------------------------------
Nehmeia Lemelbaum


/s/ John T. McLennan                    Director                                     April 4, 2006
-------------------------------------
John T. McLennan


/s/ Simon Olswang                       Director                                     April 2, 2006
-------------------------------------
Simon Olswang


/s/ Mario Segal                         Director                                     April 4, 2006
-------------------------------------
Mario Segal
</TABLE>

<PAGE>

                                  Exhibit Index

<TABLE>
<CAPTION>
Exhibit
Number    Description
-------   -----------
<S>       <C>
   5.1    Opinion of Carey Olsen.
  23.1    Consent of Carey Olsen (included in Exhibit 5.1).
  23.2    Consent of Ernst & Young LLP.
  24.1    Power of Attorney (included on the signature page of this Registration
          Statement).
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "y19406sv8.txt", "description": "FORM S-8", "secsgml_size_bytes": 10447}]
{"company-data": {"conformed-name": "AMDOCS LTD", "cik": "0001062579", "assigned-sic": "7371", "irs-number": "000000000", "state-of-incorporation": "X0", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-132968", "film-number": "06735805"}, "business-address": {"street1": "SUITE 5, TOWER HILL HOUSE LE BORDAGE", "street2": "ST PETER PORT", "city": "ISLAND OF GUERNSEY", "state": "X0", "zip": "GY1 3QT", "phone": "011-44-1481-728444"}, "mail-address": {"street1": "SUITE 5, TOWER HILL HOUSE LE BORDAGE", "street2": "ST PETER PORT", "city": "ISLAND OF GUERNSEY", "state": "X0", "zip": "GY1 3QT"}}
As filed with the Securities and Exchange Commission on April 4, 2006
                                            Registration Statement No. 333-

================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM S-8

                                   ----------

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                                   ----------

                                 AMDOCS LIMITED
             (Exact name of registrant as specified in its charter)

                                   ----------
ISLAND OF GUERNSEY                                       NOT APPLICABLE
(State or other jurisdiction of                                (I.R.S. Employer
 incorporation or organization)                              Identification No.)
SUITE 5, TOWER HILL HOUSE LE BORDAGE
           ST. PETER PORT, ISLAND OF GUERNSEY, GY1 3QT CHANNEL ISLANDS
              (Address of registrant's principal executive offices)

                1998 STOCK OPTION AND INCENTIVE PLAN, AS AMENDED
                            (Full Title of the Plan)

                                  AMDOCS, INC.
           1390 TIMBERLAKE MANOR PARKWAY, CHESTERFIELD, MISSOURI 63017
                     ATTENTION: THOMAS G. O'BRIEN, TREASURER
                     (Name and address of agent for service)

                                 (314) 212-8328
          (Telephone Number, Including Area Code, of Agent For Service)

                                   ----------

      THE COMMISSION IS REQUESTED TO SEND COPIES OF ALL COMMUNICATIONS TO:

                             ROBERT A. SCHWED, ESQ.
                    WILMER CUTLER PICKERING HALE AND DORR LLP
                                 399 PARK AVENUE
                            NEW YORK, NEW YORK 10022
                                 (212) 937-7200

                                   ----------

                         CALCULATION OF REGISTRATION FEE
Proposed
                                                         Maximum
                                                         Offering   Proposed Maximum
                                        Amount to be      Price         Aggregate          Amount of
Title of Securities to be Registered   Registered (1)   Per Share    Offering Price    Registration Fee
------------------------------------   --------------   ---------   ----------------   ----------------
Ordinary Shares, L0.01 par value....      8,000,000     $34.80(2)   $278,400,000 (1)        $29,789
(1)  Pursuant to Rule 416 of the Securities Act, this Registration Statement
     shall also cover any additional Ordinary Shares that become issuable under
     the Plan being registered pursuant to this Registration Statement by reason
     of any stock dividend, stock split, recapitalization or any other similar
     transaction effected without the receipt of consideration that results in
     an increase in the number of the Registrant's outstanding Ordinary Shares.

(2)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as
     amended, and based upon the average of the high and low prices of the
     Registrant's Ordinary Shares as reported on the New York Stock Exchange on
     March 28, 2006.

     The prospectus included in this Registration Statement is a combined
prospectus which also relates to an aggregate of 38,300,000 Ordinary Shares
previously registered under the Company's registration statements on Form S-8
filed on March 31, 2004 (File No. 333-114077), April 6, 2001 (File No.
333-58454), March 2, 2000 (File No. 333-31506) and December 14, 1999 (File No.
333-92705).

================================================================================
EXPLANATORY NOTE

     This Registration Statement on Form S-8 is being filed for the purpose of
registering 8,000,000 ordinary shares, par value L0.01 per share ("Ordinary
Shares") of Amdocs Limited (the "Company") authorized for issuance pursuant to
the Company's 1998 Stock Option and Incentive Plan, as amended (the "Plan").
These additional shares have become authorized for issuance as a result of the
adoption of amendments to the Plan approved by the Company's Board of Directors
and shareholders.

                           INCORPORATION BY REFERENCE

     Pursuant to General Instruction E to Form S-8, the contents of four
registration statements on Form S-8 (File Nos. 333-114077, 333-58454, 333-31506
and 333-92705) previously filed by the Company with respect to Ordinary Shares
offered pursuant to the Plan are hereby incorporated by reference herein, and
the opinions and consents listed below are filed herewith.

                                    Exhibits
Exhibit
 Number   Description
-------   -----------
5.1    Opinion of Carey Olsen.
  23.1    Consent of Carey Olsen (included in Exhibit 5.1).
  23.2    Consent of Ernst & Young LLP.
  24.1    Power of Attorney (included on the signature page of this Registration
          Statement).
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of New York, State of New York, on this 4th day of
April, 2006.

                                        AMDOCS LIMITED

                                        By: /s/ Thomas G. O'Brien
                                            ------------------------------------
                                            Thomas G. O'Brien
                                            Treasurer and Secretary
                                            Authorized U.S. Representative

                        POWER OF ATTORNEY AND SIGNATURES

     We, the undersigned officers and directors of Amdocs Limited, hereby
severally constitute Bruce K. Anderson and Thomas G. O'Brien, and each of them
singly, our true and lawful attorneys with full power to them, and each of them
singly, to sign for us and in our names in the capacities indicated below, the
Registration Statement on Form S-8 filed herewith and any and all subsequent
amendments to said Registration Statement, and generally to do all such things
in our names and behalf in our capacities as officers and directors to enable
Amdocs Limited to comply with all requirements of the Securities and Exchange
Commission, hereby ratifying and confirming our signatures as they may be signed
by said attorneys, or any of them, to said Registration Statement and any and
all amendments thereto.

     Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
Signature                                    Title                          Date
              ---------                                    -----                          ----
/s/ Bruce K. Anderson                   Chairman of the Board                        April 4, 2006
-------------------------------------
Bruce K. Anderson

/s/ Dov Baharav                         Director and Principal Executive Officer     April 4, 2006
-------------------------------------
Dov Baharav

/s/ Ron Moskovitz                       Principal Financial and Accounting Officer   April 4, 2006
-------------------------------------
Ron Moskovitz

/s/ Robert A. Minicucci                 Director                                     April 4, 2006
-------------------------------------
Robert A. Minicucci
/s/ Adrian Gardner                      Director                                     April 4, 2006
-------------------------------------
Adrian Gardner

/s/ Julian A. Brodsky                   Director                                     April 4, 2006
-------------------------------------
Julian A. Brodsky

/s/ Charles E. Foster                   Director                                     April 4, 2006
-------------------------------------
Charles E. Foster

/s/ Eli Gelman                          Director                                     April 4, 2006
-------------------------------------
Eli Gelman

/s/ James S. Kahan                      Director                                     April 4, 2006
-------------------------------------
James S. Kahan

/s/ Nehmeia Lemelbaum                   Director                                     April 4, 2006
-------------------------------------
Nehmeia Lemelbaum

/s/ John T. McLennan                    Director                                     April 4, 2006
-------------------------------------
John T. McLennan

/s/ Simon Olswang                       Director                                     April 2, 2006
-------------------------------------
Simon Olswang

/s/ Mario Segal                         Director                                     April 4, 2006
-------------------------------------
Mario Segal
Exhibit Index
Exhibit
Number    Description
-------   -----------
5.1    Opinion of Carey Olsen.
  23.1    Consent of Carey Olsen (included in Exhibit 5.1).
  23.2    Consent of Ernst & Young LLP.
  24.1    Power of Attorney (included on the signature page of this Registration
          Statement).