<PAGE>


    As filed with the Securities and Exchange Commission on February 15, 2007
                                          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 Identification No.)
        incorporation or organization)

                      Suite 5, Tower Hill House Le Bordage
           St.Peter Port, Island of Guernsey, GY1 3QT Channel Islands
              (Address of registrant's principal executive offices)

             Sig Value Technologies, Inc. 2003 Israeli Stock Option Plan
                            (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>

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

                                                Amount            Proposed Maximum   Proposed Maximum      Amount of
                                                 to be             Offering Price       Aggregate        Registration
Title of Securities to be Registered         Registered (1)           Per Share       Offering Price          Fee
---------------------------------------  ----------------------  -----------------  ------------------  ---------------
<S>                                      <C>                         <C>                 <C>             <C>
Ordinary Shares,(pound)0.01 par value... 48,218 Ordinary Shares      $0.876 (2)          $42,239 (2)           $5
=======================================================================================================================
</TABLE>


 (1) Consists of (i) 48,218 Ordinary  Shares,  par  value(pound)0.01,  of Amdocs
     Limited (the  "Registrant")  issuable under the SigValue  Technologies Inc.
     ("SigValue")  2003  Israeli  Stock Option Plan (the  "Plan").  Pursuant and
     subject to the terms of the Share Sale and Purchase  Agreement  relating to
     SigValue, dated January 2, 2007, by and among the Registrant,  SigValue and
     certain shareholders of SigValue (the "Agreement"),  the Registrant assumed
     the  Plan,  and  intends  to grant  replacement  options  under the Plan to
     certain  SigValue  employees who continued to be employed by the Registrant
     following the acquisition,  each with appropriate adjustments to the number
     of shares and exercise price of each option or award.  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 in
     accordance with Rule 457(h) of the Securities Act of 1933, as amended. The
     price per share and aggregate offering price are calculated on the basis of
     $0.876, the exercise price of the 48,218 Ordinary Shares subject to
     replacement option grants under the Plan.
<PAGE>

                                EXPLANATORY NOTE

This Registration Statement on Form S-8 is being filed to register Ordinary
Shares of Amdocs Limited (the "Registrant") issuable pursuant to the SigValue
Technologies Inc. ("SigValue") 2003 Israeli Stock Option Plan (the "Plan"). On
February 7, 2007, a subsidiary of the Registrant completed its acquisition of
all the shares of capital stock of SigValue on the terms and conditions set
forth in the Share Sale and Purchase Agreement relating to SigValue, dated
January 2, 2007, by and among the Registrant, SigValue and certain shareholders
of SigValue (the "Agreement"). Pursuant to the Agreement, among other things
SigValue became an indirect wholly owned subsidiary of the Registrant, and the
Registrant assumed the Plan.

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION

The information required by Item 1 is included in documents sent or provided to
participants in the Plan covered by this Registration Statement pursuant to Rule
428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

The written statement required by Item 2 is included in documents sent or
provided to participants in the Plan covered by this Registration Statement
pursuant to Rule 428(b)(1) of the Securities Act.


                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

The Registrant is subject to the informational and reporting requirements of
Sections 13(a), 14, and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and in accordance therewith files reports and other
information with the Securities and Exchange Commission (the "Commission"). The
following documents, which are on file with the Commission, are incorporated in
this registration statement by reference:

         (a) The Registrant's latest annual report filed pursuant to Section
13(a) or 15(d) of the Exchange Act or the latest prospectus filed pursuant to
Rule 424(b) under the Securities Act that contains audited financial statements
for the Registrant's latest fiscal year for which such statements have been
filed.

         (b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the document referred
to in (a) above.

         (c) The description of the Registrant's Ordinary Shares contained in
the Registrant's Registration Statement on Form 8-A as filed with the Commission
on June 17, 1998, including any amendment or report filed for updating such
description.

All documents subsequently filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered

<PAGE>

hereby have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference in this  registration  statement
and to be part  hereof  from  the  date of the  filing  of such  documents.  Any
statement  contained in a document  incorporated or deemed to be incorporated by
reference  herein shall be deemed to be modified or superseded  for the purposes
of this registration  statement to the extent that a statement  contained herein
or in any other  subsequently  filed  document  which also is or is deemed to be
incorporated by reference  herein  modifies or supersedes  such  statement.  Any
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part of this registration statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Guernsey law permits a company's articles of association to provide for the
indemnification of officers and directors except to the extent that such a
provision may be held by the courts of Guernsey to be contrary to public policy
(for instance, for purporting to provide indemnification against the
consequences of committing a crime) and except to the extent that Guernsey law
prohibits the indemnification of any director against any specific provisions of
Guernsey Company law under which personal liability may be imposed or incurred.

Under the Registrant's Articles of Association, the Registrant is obligated to
indemnify any person who is made or threatened to be made a party to a legal or
administrative proceeding by virtue of being a director, officer or agent of the
Registrant, provided that it has no such obligation to indemnify any such
persons for any claims they incur or sustain by or through their own willful act
or default.

The Registrant has entered into an indemnity agreement with its directors and
some of its officers, under which it has agreed to pay the indemnified party the
amount of Loss (as defined therein) suffered by that party due to claims made
against that party for a Wrongful Act (as defined therein).

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8.  EXHIBITS.

The Exhibit Index immediately preceding the exhibits is incorporated herein by
reference.

ITEM 9. UNDERTAKINGS.

1. Item 512(a) of Regulation S-K. The undersigned Registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

     (i)  To  include  any  prospectus  required  by  Section  10(a)(3)  of  the
          Securities Act;
<PAGE>

     (ii) To reflect in the  prospectus  any facts or events  arising  after the
          effective  date of the  registration  statement  (or the  most  recent
          post-effective  amendment  thereof)  which,  individually  or  in  the
          aggregate, represent a fundamental change in the information set forth
          in the registration statement; and

     iii) To  include  any  material  information  with  respect  to the plan of
          distribution not previously disclosed in the registration statement or
          any material change to such information in the registration statement;

          provided,  however,  that  paragraphs (i) and (ii) do not apply if the
          information  required to be included in a post-effective  amendment by
          those  paragraphs  is  contained  in  periodic  reports  filed with or
          furnished to the Commission by the  Registrant  pursuant to Section 13
          or  Section  15(d)  of the  Exchange  Act  that  are  incorporated  by
          reference in the registration statement.

         (2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

2. Item 512(b) of Regulation S-K. The undersigned Registrant hereby undertakes
that, for purposes of determining any liability under the Securities Act, each
filing of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

3. Item 512(h) of Regulation S-K. Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

<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 15th day of
February, 2007.

                                          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.


<PAGE>
<TABLE>
<CAPTION>

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



/s/ Bruce K. Anderson                      Chairman of the Board                                   February 15, 2007
------------------------------------------
Bruce K. Anderson

/s/ Dov Baharav                            Director and Principal Executive Officer                February 15, 2007
------------------------------------------
Dov Baharav

/s/ Ron Moskovitz                          Principal Financial and Accounting Officer              February 15, 2007
------------------------------------------
Ron Moskovitz

/s/ Robert A. Minicucci                    Director                                                February 15, 2007
------------------------------------------
Robert A. Minicucci


/s/ Adrian Gardner                         Director                                                February 15, 2007
------------------------------------------
Adrian Gardner


/s/ Julian A. Brodsky                      Director                                                February 15, 2007
------------------------------------------
Julian A. Brodsky



/s/ Charles E. Foster                      Director                                                February 15, 2007
------------------------------------------
Charles E. Foster


/s/ Eli Gelman                             Director                                                February 15, 2007
------------------------------------------
Eli Gelman


/s/ James S. Kahan                         Director                                                February 15, 2007
------------------------------------------
James S. Kahan


/s/ Nehemeia Lemelbaum                     Director                                                February 15, 2007
------------------------------------------
Nehemeia Lemelbaum


/s/ John T. McLennan                       Director                                                February 15, 2007
------------------------------------------
John T. McLennan

</TABLE>

<PAGE>
<TABLE>
<CAPTION>
<S>                                        <C>                                               <C>



/s/ Simon Olswang                          Director                                                February 15, 2007
------------------------------------------
Simon Olswang


/s/ Mario Segal                            Director                                                February 15, 2007
------------------------------------------
Mario Segal


/s/ Joseph Vardi                           Director                                                February 15, 2007
------------------------------------------
Joseph Vardi

</TABLE>



<PAGE>


                                  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).
99.1      2003 Israeli Stock Option Plan of SigValue Technologies Inc.
[{"type": "S-8", "sequence": "1", "filename": "y30457sv8.txt", "description": "FORM S-8", "secsgml_size_bytes": 19356}]
{"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": "333-140728", "film-number": "07626280"}, "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 February 15, 2007
                                          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 Identification No.)
        incorporation or organization)

                      Suite 5, Tower Hill House Le Bordage
           St.Peter Port, Island of Guernsey, GY1 3QT Channel Islands
              (Address of registrant's principal executive offices)

             Sig Value Technologies, Inc. 2003 Israeli Stock Option Plan
                            (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
======================================================================================================================

                                                Amount            Proposed Maximum   Proposed Maximum      Amount of
                                                 to be             Offering Price       Aggregate        Registration
Title of Securities to be Registered         Registered (1)           Per Share       Offering Price          Fee
---------------------------------------  ----------------------  -----------------  ------------------  ---------------
Ordinary Shares,(pound)0.01 par value... 48,218 Ordinary Shares      $0.876 (2)          $42,239 (2)           $5
=======================================================================================================================
(1) Consists of (i) 48,218 Ordinary  Shares,  par  value(pound)0.01,  of Amdocs
     Limited (the  "Registrant")  issuable under the SigValue  Technologies Inc.
     ("SigValue")  2003  Israeli  Stock Option Plan (the  "Plan").  Pursuant and
     subject to the terms of the Share Sale and Purchase  Agreement  relating to
     SigValue, dated January 2, 2007, by and among the Registrant,  SigValue and
     certain shareholders of SigValue (the "Agreement"),  the Registrant assumed
     the  Plan,  and  intends  to grant  replacement  options  under the Plan to
     certain  SigValue  employees who continued to be employed by the Registrant
     following the acquisition,  each with appropriate adjustments to the number
     of shares and exercise price of each option or award.  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 in
     accordance with Rule 457(h) of the Securities Act of 1933, as amended. The
     price per share and aggregate offering price are calculated on the basis of
     $0.876, the exercise price of the 48,218 Ordinary Shares subject to
     replacement option grants under the Plan.
EXPLANATORY NOTE

This Registration Statement on Form S-8 is being filed to register Ordinary
Shares of Amdocs Limited (the "Registrant") issuable pursuant to the SigValue
Technologies Inc. ("SigValue") 2003 Israeli Stock Option Plan (the "Plan"). On
February 7, 2007, a subsidiary of the Registrant completed its acquisition of
all the shares of capital stock of SigValue on the terms and conditions set
forth in the Share Sale and Purchase Agreement relating to SigValue, dated
January 2, 2007, by and among the Registrant, SigValue and certain shareholders
of SigValue (the "Agreement"). Pursuant to the Agreement, among other things
SigValue became an indirect wholly owned subsidiary of the Registrant, and the
Registrant assumed the Plan.

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION

The information required by Item 1 is included in documents sent or provided to
participants in the Plan covered by this Registration Statement pursuant to Rule
428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

The written statement required by Item 2 is included in documents sent or
provided to participants in the Plan covered by this Registration Statement
pursuant to Rule 428(b)(1) of the Securities Act.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

The Registrant is subject to the informational and reporting requirements of
Sections 13(a), 14, and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and in accordance therewith files reports and other
information with the Securities and Exchange Commission (the "Commission"). The
following documents, which are on file with the Commission, are incorporated in
this registration statement by reference:

         (a) The Registrant's latest annual report filed pursuant to Section
13(a) or 15(d) of the Exchange Act or the latest prospectus filed pursuant to
Rule 424(b) under the Securities Act that contains audited financial statements
for the Registrant's latest fiscal year for which such statements have been
filed.

         (b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the document referred
to in (a) above.

         (c) The description of the Registrant's Ordinary Shares contained in
the Registrant's Registration Statement on Form 8-A as filed with the Commission
on June 17, 1998, including any amendment or report filed for updating such
description.

All documents subsequently filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference in this  registration  statement
and to be part  hereof  from  the  date of the  filing  of such  documents.  Any
statement  contained in a document  incorporated or deemed to be incorporated by
reference  herein shall be deemed to be modified or superseded  for the purposes
of this registration  statement to the extent that a statement  contained herein
or in any other  subsequently  filed  document  which also is or is deemed to be
incorporated by reference  herein  modifies or supersedes  such  statement.  Any
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part of this registration statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Guernsey law permits a company's articles of association to provide for the
indemnification of officers and directors except to the extent that such a
provision may be held by the courts of Guernsey to be contrary to public policy
(for instance, for purporting to provide indemnification against the
consequences of committing a crime) and except to the extent that Guernsey law
prohibits the indemnification of any director against any specific provisions of
Guernsey Company law under which personal liability may be imposed or incurred.

Under the Registrant's Articles of Association, the Registrant is obligated to
indemnify any person who is made or threatened to be made a party to a legal or
administrative proceeding by virtue of being a director, officer or agent of the
Registrant, provided that it has no such obligation to indemnify any such
persons for any claims they incur or sustain by or through their own willful act
or default.

The Registrant has entered into an indemnity agreement with its directors and
some of its officers, under which it has agreed to pay the indemnified party the
amount of Loss (as defined therein) suffered by that party due to claims made
against that party for a Wrongful Act (as defined therein).

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8.  EXHIBITS.

The Exhibit Index immediately preceding the exhibits is incorporated herein by
reference.

ITEM 9. UNDERTAKINGS.

1. Item 512(a) of Regulation S-K. The undersigned Registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

     (i)  To  include  any  prospectus  required  by  Section  10(a)(3)  of  the
          Securities Act;
(ii) To reflect in the  prospectus  any facts or events  arising  after the
          effective  date of the  registration  statement  (or the  most  recent
          post-effective  amendment  thereof)  which,  individually  or  in  the
          aggregate, represent a fundamental change in the information set forth
          in the registration statement; and

     iii) To  include  any  material  information  with  respect  to the plan of
          distribution not previously disclosed in the registration statement or
          any material change to such information in the registration statement;

          provided,  however,  that  paragraphs (i) and (ii) do not apply if the
          information  required to be included in a post-effective  amendment by
          those  paragraphs  is  contained  in  periodic  reports  filed with or
          furnished to the Commission by the  Registrant  pursuant to Section 13
          or  Section  15(d)  of the  Exchange  Act  that  are  incorporated  by
          reference in the registration statement.

         (2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

2. Item 512(b) of Regulation S-K. The undersigned Registrant hereby undertakes
that, for purposes of determining any liability under the Securities Act, each
filing of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

3. Item 512(h) of Regulation S-K. Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
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 15th day of
February, 2007.

                                          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                                   February 15, 2007
------------------------------------------
Bruce K. Anderson

/s/ Dov Baharav                            Director and Principal Executive Officer                February 15, 2007
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Dov Baharav

/s/ Ron Moskovitz                          Principal Financial and Accounting Officer              February 15, 2007
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Ron Moskovitz

/s/ Robert A. Minicucci                    Director                                                February 15, 2007
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Robert A. Minicucci

/s/ Adrian Gardner                         Director                                                February 15, 2007
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Adrian Gardner

/s/ Julian A. Brodsky                      Director                                                February 15, 2007
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Julian A. Brodsky

/s/ Charles E. Foster                      Director                                                February 15, 2007
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Charles E. Foster

/s/ Eli Gelman                             Director                                                February 15, 2007
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Eli Gelman

/s/ James S. Kahan                         Director                                                February 15, 2007
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James S. Kahan

/s/ Nehemeia Lemelbaum                     Director                                                February 15, 2007
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Nehemeia Lemelbaum

/s/ John T. McLennan                       Director                                                February 15, 2007
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John T. McLennan
/s/ Simon Olswang                          Director                                                February 15, 2007
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Simon Olswang

/s/ Mario Segal                            Director                                                February 15, 2007
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Mario Segal

/s/ Joseph Vardi                           Director                                                February 15, 2007
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Joseph Vardi
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).
99.1      2003 Israeli Stock Option Plan of SigValue Technologies Inc.