As filed with the Securities and Exchange Commission on December 14, 1999
                                             Registration No. 333-
================================================================================
                       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                                         (I.R.S. employer
jurisdiction of                                      identification number)
incorporation or
organization)
                           Tower Hill House Le Bordage
           St. Peter Port, Island of Guernsey, GY1 3QT Channel Islands
                    (Address of 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
                                 (314) 212-8328
               (Name, address and telephone number, including area
                           code, of agent for service)
                                  ------------

                                   Copies to:
                             ROBERT A. SCHWED, ESQ.
                  Reboul, MacMurray, Hewitt, Maynard & Kristol
                              45 Rockefeller Plaza
                              New York, N. Y. 10111
                                 (212) 841-5700


<PAGE>


                         CALCULATION OF REGISTRATION FEE
================================================================================

                                       Proposed    Proposed
                                       maximum     maximum
                        Amount         offering    aggregate      Amount of
Title of securities     to be          price per   offering       registration
to be registered        registered     share(1)    price          fee
--------------------------------------------------------------------------------

Ordinary Shares,
 (pound) 0.01 par
     value              6,600,000      $13.00     $85,800,000    $23,853

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

(1)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(h) under the Securities Act of 1933, as amended, (the
     "1933 Act") as follows: (i) in the case of Ordinary Shares which may be
     purchased upon the exercise of outstanding options which have heretofore
     been granted, the fee is calculated on the basis of the price at which the
     options may be exercised; and (ii) in the case of Ordinary Shares for which
     options have not yet been granted and the price of which is therefore
     unknown, the fee is calculated on the basis of the average of the high and
     low sale prices of Amdocs' Ordinary Shares on the New York Stock Exchange
     as of a date (December 10, 1999) within five business days prior to filing
     this Registration Statement.

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


<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

          Amdocs will send or give the documents containing the information
specified in Part I of Form S-8 to employees as specified by the Securities and
Exchange Commission Rule 428(b)(1) under the 1933 Act. Amdocs does not need to
file these documents with the Commission either as part of this Registration
Statement or as prospectuses or prospectus supplements under Rule 424 of the
1933 Act.


<PAGE>


                                     PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

          There are hereby incorporated by reference herein the following
documents which have been filed with the Securities and Exchange Commission (the
"Commission"):

          1. The Registrant's Annual Report filed on Form 20-F for the fiscal
year ended September 30, 1999 as filed with the Commission on December 7, 1999.

          2. The Registrant's Quarterly Reports on Form 6-K for the quarterly
period ended June 30, 1999 as filed with the Commission on August 12, 1999, for
the quarterly period ended March 31, 1999 as filed with the Commission on May
19, 1999, and for the quarterly period ended December 31, 1998 as filed with the
Commission on February 16, 1999.

          3. 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 filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") after the date of this Registration Statement and prior to the
filing of a post-effective amendment hereto that indicates that all securities
offered have been sold or that deregisters all such securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of filing of such documents.

          Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document that also is incorporated or deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
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.


<PAGE>

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 the Registrant 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 the Registrant 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.


<PAGE>


ITEM 8.   EXHIBITS.

EXHIBIT
NUMBER    DESCRIPTION
_______   ___________

4         1998 Stock Option and Incentive Plan, as amended, of Amdocs Limited

5         Opinion of Carey Langlois with respect to the legality of the
          securities being registered.

23.1      Consent of Carey Langlois (included in Exhibit 5).

23.2      Consent of Ernst & Young LLP.

24        Powers of Attorney (included on signature page).


ITEM 9.   UNDERTAKINGS

          (a) 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
               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;

               (2) that, for the purpose of determining any liability under the
               1933 Act, each such post-effective amendment shall be deemed 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; and

               (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.

          (b) The undersigned Registrant hereby undertakes that, for the
          purposes of determining any liability under the 1933 Act, each filing
          of the Registrant's annual report pursuant to Section 13(a) or Section
          15(d) of the Exchange Act (and, where applicable, each filing of an
          employee benefit plan's annual report pursuant to 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


<PAGE>



          at that time shall be deemed to be the initial bona fide offering
          thereof.

          (h) Insofar as indemnification for liabilities arising under the 1933
          Act may be permitted to directors, officers and controlling persons of
          the Registrant pursuant to the provisions described above, or
          otherwise, the Registrant has been advised that in the opinion of the
          Commission such indemnification is against public policy as expressed
          in the 1933 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 1933 Act and will be governed by the final
          adjudication of such issue.


<PAGE>



                                   SIGNATURES

          Pursuant to the requirements of the 1933 Act, 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 14th day of December, 1999.

                                            AMDOCS LIMITED



                                    By:     /s/ BRUCE K. ANDERSON
                                       -----------------------------------------
                                            Bruce K. Anderson
                                            Chief Executive Officer and
                                            Chairman of the Board


<PAGE>



                               POWER OF ATTORNEY

          KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Bruce K. Anderson, Robert A. Minicucci
and Thomas G. O'Brien, and each of them singly (with full power to each of them
to act alone), as true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution in each of them for him and in his name,
place and stead, and in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement (or any
other Registration Statement for the same offering that is to be effective upon
filing pursuant to Rule 462(b) under the 1933 Act), and to file the same, with
all exhibits thereto and other documents in connection therewith, with the
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as full to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them or their or
his substitute or substitutes may lawfully do or cause to be done by virtue
hereof.

          Pursuant to the requirements of the 1933 Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated:


SIGNATURES                        TITLE                               DATE
-----------                       -----                               ----


 /S/ BRUCE K. ANDERSON        Chief Executive Officer and      December 14, 1999
----------------------        Chairman of the Board
   Bruce K. Anderson



/S/ ROBERT A. MINICUCCI       Chief Financial Officer and      December 14, 1999
-----------------------       Director
  Robert A. Minicucci


   /S/ ADRIAN GARDNER         Director                         December 14, 1999
----------------------
    Adrian Gardner


   /S/ STEPHEN HERMER         Director                         December 14, 1999
----------------------
    Stephen Hermer


     /S/ JAMES KAHAN          Director                         December 14, 1999
----------------------
     James Kahan




<PAGE>



   /S/ PAZ LITTMAN            Director                         December 14, 1999
----------------------
      Paz Littman


                              Director                         December 14, 1999
----------------------
     Avinoam Naor


  /S/ JOHN T.MCLENNAN         Director                         December 14, 1999
----------------------
     John T. McLennan


 /S/ LAWRENCE PERLMAN         Director                         December 14, 1999
----------------------
   Lawrence Perlman


/S/ MICHAEL J. PRICE          Director                         December 14, 1999
----------------------
   Michael J. Price


     /S/ URS SUTER            Director                         December 14, 1999
----------------------
       Urs Suter


 /S/ THOMAS G. O'BRIEN        Amdocs Limited's Authorized      December 14, 1999
-----------------------       Representative in the United
   Thomas G. O'Brien          States



<PAGE>



EXHIBIT INDEX


EXHIBIT
NUMBER                      DESCRIPTION
-------                     -----------

4.           1998 Stock Option and Incentive Plan, as amended, of Amdocs Limited

5.           Opinion of Carey Langlois with respect to the legality of the
             securities being registered.

23.1.        Consent of Carey Langlois (included in Exhibit 5).

23.2.        Consent of Ernst & Young LLP, independent auditors.

24.          Powers of Attorney (included on signature page).



<PAGE>


                                                                       EXHIBIT 4

                                 AMDOCS LIMITED

                      1998 STOCK OPTION AND INCENTIVE PLAN

                        AS AMENDED AS OF JANUARY 27, 1999

1.   Purpose; Type of Awards; Construction

     The purpose of the Amdocs Limited 1998 Stock Option and Incentive Plan (the
     "Plan") is to afford an incentive to officers, directors, employees and
     consultants of Amdocs Limited (the "Company"), or any subsidiary of the
     Company which now exists or hereafter is organized or acquired by the
     Company, to acquire a proprietary interest in the Company, to continue as
     employees, directors and consultants, to increase their efforts on behalf
     of the Company and to promote the success of the Company's business. It is
     further intended that options granted by the Committee (as such a term is
     defined below) pursuant to Section 8 of the Plan shall constitute
     "incentive stock options" ("Incentive Stock Options") within the meaning of
     Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"),
     and options granted by the Committee pursuant to Section 7 of the Plan
     shall constitute "nonqualified stock options" ("Nonqualified Stock
     Options"). The Committee may also grant restricted shares ("Restricted
     Stock") under the Plan pursuant to Section 9 of the Plan. If the Committee
     so determines it may grant Nonqualified Stock Options or Restricted Stock
     pursuant to the provisions of Section 102 of the Israel Income Tax
     Ordinance (New Version) 1961, and any regulations, rules, orders or
     procedures promulgated thereunder ("102 Securities").

2.   Definitions

     As used in this Plan, the following words and phrases shall have the
     meanings indicated:

     (a)  "Ordinary Shares" shall mean shares of ordinary shares, par value
          (pound) 0.01 per share, of the Company.

     (b)  "Disability" shall mean the inability of a Grantee (as defined in
          Section 3 hereof) to engage in any substantial gainful activity by
          reason of any medically determinable physical or mental impairment
          that can be expected to result in death or that has lasted or can be
          expected to last for a continuous period of not less than twelve (12)
          months.

     (c)  "Fair Market Value" per share as of a particular date shall mean (i)
          if the shares of Ordinary Shares are not then listed on a national
          securities exchange or traded in an over-the-counter market, such
          value as the Committee, in


<PAGE>



          its sole discretion, shall determine; or (ii) if the shares of
          Ordinary Shares are then traded on a national securities exchange the
          closing sales price per share of Ordinary Shares on the national
          securities exchange, on which the Ordinary Shares are principally
          traded, for the last preceding date on which there was a sale of such
          Ordinary Shares on such exchange, or (iii) if the shares of Ordinary
          Shares are then traded in an over-the-counter market, the average of
          the closing bid and asked prices for the shares of Ordinary Shares in
          such over-the-counter market for the last preceding date on which
          there was a sale of such Ordinary Shares in such market.

     (d)  "Option" or "Options" shall mean a grant to a Grantee (as defined in
          Section 3 hereof) of an option or options to purchase shares of
          Ordinary Shares. Options granted by the Committee (as defined in
          Section 3 hereof), pursuant to the Plan shall constitute either
          Incentive Stock Options or Nonqualified Stock Options.

     (e)  "Parent" shall mean any company (other than the Company) in an
          unbroken chain of companies ending with the Company if, at the time of
          granting an Option, each of the companies other than the Company owns
          stock possessing fifty percent (50%) or more of the total combined
          voting power of all classes of stock in one of the other companies in
          such chain.

     (f)  "Subsidiary" shall mean any company (other than the Company) in an
          unbroken chain of companies beginning with the Company if, at the time
          of granting an Option, each of the companies other than the last
          company in the unbroken chain owns stock possessing fifty percent
          (50%) or more of the total combined voting power of all classes of
          stock in one of the other companies in such chain.

     (g)  "Ten Percent Stockholder" shall mean a Grantee (as defined in Section
          3 hereof), who, at the time an Incentive Stock Option is granted, owns
          stock possessing more than ten percent (10%) of the total combined
          voting power of all classes of stock of the Company or any Parent or
          Subsidiary.

3.   Administration

     The Plan shall be administered by a committee (the "Committee") established
     by the Board of Directors of the Company (the "Board").

     The Committee shall have the authority in its discretion, subject to and
     not inconsistent with the express provisions of the Plan, to administer the
     Plan and to exercise all the powers and authorities either specifically
     granted to it under the Plan or necessary or advisable in the


<PAGE>


     administration of the Plan, including, without limitation, the authority to
     grant Options and Restricted Stock; to determine which Options shall
     constitute Incentive Stock Options and which Options shall constitute
     Nonqualified Stock Options or 102 Securities; to determine the kind of
     consideration payable (if any) with respect to awards; to determine the
     period during which Options may be exercised and Restricted Stock shall be
     subject to restrictions, and whether in whole or in installments; to
     determine the persons to whom, and the time or times at which awards shall
     be granted (such persons are referred to herein as "Grantees"); to
     determine the number of shares to be covered by each award; to interpret
     the Plan; to prescribe, amend and rescind rules and regulations relating to
     the Plan; to determine the terms and provisions of the agreements (which
     need not be identical) entered into in connection with awards granted under
     the Plan (the "Agreements"); to cancel or suspend awards, as necessary; and
     to make all other determinations deemed necessary or advisable for the
     administration of the Plan.

     The Committee may delegate to one or more of its members or to one or more
     agents such administrative duties as it may deem advisable, and the
     Committee or any person to whom it has delegated duties as aforesaid may
     employ one or more persons to render advice with respect to any
     responsibility the Committee or such person may have under the Plan. All
     decisions, determinations and interpretations of the Committee shall be
     final and binding on all Grantees of any awards under this Plan.

     The Board shall fill all vacancies, however caused, in the Committee. The
     Board may from time to time appoint additional members to the Committee,
     and may at any time remove one or more Committee members and substitute
     others.

     No member of the Board or Committee shall be liable for any action taken or
     determination made in good faith with respect to the Plan or any award
     granted hereunder.

4.   Eligibility

     Officers, Directors, other employees of the Company and consultants of the
     Company shall be eligible to receive awards hereunder. In determining the
     persons to whom awards shall be granted and the number of shares to be
     covered by each award, the Committee, in its sole discretion, shall take
     into account the contribution by the eligible individuals to the
     management, growth and/or profitability of the business of the Company and
     such other factors as the Committee shall deem relevant.

5.   Ordinary Shares

     The maximum number of shares of Ordinary Shares reserved for the grant of
     awards under the Plan shall be 6,600,000. Such shares may, in whole or in
     part, be authorized but unissued shares. The



<PAGE>



     foregoing numbers of shares may be increased or decreased by the events set
     forth in Section 10 hereof.

     If any outstanding award under the Plan should, for any reason expire, be
     canceled or be terminated without having been exercised in full, the shares
     of Ordinary Shares allocable to the unexercised, canceled or terminated
     portion of such award shall (unless the Plan shall have been terminated)
     become available for subsequent grants of awards under the Plan.

6.   Terms and Conditions of Options

     Each Option granted pursuant to the Plan shall be evidenced by a written
     agreement between the Company and the Grantee (the "Option Agreement"), in
     such form as the Committee shall from time to time approve, which Option
     Agreement shall comply with and be subject to the following terms and
     conditions:

     (a)  NUMBER OF SHARES. Each Option Agreement shall state the number of
          shares of Ordinary Shares to which the Option relates.

     (b)  TYPE OF OPTION. Each Option Agreement shall specifically state that
          the Option constitutes an Incentive Stock Option or a Nonqualified
          Stock Option.

     (c)  OPTION PRICE. Each Option Agreement shall state the Option Price,
          which, in the case of an Incentive Stock Option, shall not be less
          than one-hundred percent (100%) of the Fair Market Value of the shares
          of Ordinary Shares covered by the Option on the date of grant. The
          Option Price shall be subject to adjustment as provided in Section 10
          hereof. The date on which the Committee adopts a resolution expressly
          granting an Option shall be considered the day on which such Option is
          granted.

     (d)  MEDIUM AND TIME OF PAYMENT. The Option Price shall be paid in full, at
          the time of exercise and may be made in cash, by the delivery of
          shares of Ordinary Shares with a fair market value equal to the Option
          Price, provided that any such shares acquired by the Grantee pursuant
          to the exercise of an Incentive Stock Option shall have been held by
          the Grantee for a period of at least one year, or by a combination of
          cash and such shares that have been held by the Grantee for a period
          of at least one year whose fair market value together with such cash
          shall equal the Option Price. The Committee may also permit Grantees,
          either on a selective or aggregate basis, simultaneously to exercise
          Options and sell the shares of Ordinary Shares thereby acquired
          pursuant to a brokerage or a similar arrangement, approved in advance
          by the Committee, and use the proceeds from such sale as payment of
          the Purchase Price of such shares.


<PAGE>


     (e)  TERM AND EXERCISABILITY OF OPTIONS. Each Option Agreement shall be
          exercisable at such times and under such conditions as the Committee,
          in its discretion, shall determine; provided, however, such exercise
          period shall not exceed ten (10) years from the date of grant of such
          Option. The exercise period shall be subject to earlier termination as
          provided in Sections 6(f) and 6(g) hereof. An Option may be exercised,
          as to any or all full shares of Ordinary Shares as to which the Option
          has become exercisable, by giving written notice of such exercise to
          the Committee or its designated agent.

          Options shall become exercisable in cumulative installments of 50% on
          the second anniversary of the date on which such Option is granted,
          and 25% per year on the third and fourth anniversary, or at such other
          times and in such other installments (which may be cumulative) as the
          Committee shall provide in the terms of the respective Option
          Agreements; provided, however, that the Committee, in its absolute
          discretion, may, on such terms and conditions as it may determine to
          be appropriate, accelerate the time at which such Option or any
          portion thereof may be exercised. The Option may contain performance
          goals and measurements, and the provisions with respect to any Option
          need not be the same as the provisions with respect to any other
          Option.

     (f)  TERMINATION. Except as provided in this Section 6(f) and in Section
          6(g) hereof, an Option may not be exercised unless the Grantee is then
          in the service or employ of the Company or a Parent or Subsidiary (or
          a company or a parent or subsidiary company of such company issuing or
          assuming the Option in a transaction to which Section 424(a) of the
          Code applies), and unless the Grantee has remained continuously so
          employed or has continuously performed such services since the date of
          grant of the Option. In the event that the employment of a Grantee
          shall terminate or Grantee shall cease performance of services for the
          Company, a Parent or a Subsidiary thereof (in either event, other than
          by reason of death or disability), all Options of such Grantee that
          are exercisable at the time of such termination or cessation may,
          unless earlier terminated in accordance with their terms, be exercised
          within ninety (90) days after the date of such termination or
          cessation; provided, however, that if the Company shall terminate the
          Grantee's employment for cause (as determined by the Committee), all
          Options theretofore granted to such Grantee shall, to the extent not
          theretofore exercised, terminate on the date of such termination or
          cessation unless otherwise determined by the Committee. In the case of
          a Grantee whose principal employer is a Subsidiary, the Grantee's
          employment shall be deemed to be terminated for purposes of this



<PAGE>



          Section 6(f) as of the date on which such principal employer ceases to
          be a Subsidiary.

     (g)  DEATH OR DISABILITY OF GRANTEE. If a Grantee shall die while employed
          by, or performing services for, the Company or a Parent or subsidiary
          thereof, or within ninety (90) days after the date of cessation of
          such Grantee's employment or performance of services other than as a
          result of termination for cause (or within such longer period as the
          Committee may have provided pursuant to Section 6(e) hereof), or if
          the Grantee's employment shall terminate or performance of services
          shall cease by reason of Disability, all Options theretofore granted
          to such Grantee may, unless earlier terminated in accordance with
          their terms, be exercised by the Grantee or by the Grantee's estate or
          by a person who acquired the right to exercise such Options by bequest
          or inheritance or otherwise by reason of the death or Disability of
          the Grantee, at any time within twelve months after the date of death
          or Disability of the Grantee. In the event that an Option granted
          hereunder shall be exercised by the legal representatives of a
          deceased or former Grantee, written notice of such exercise shall be
          accompanied by a certified copy of letters testamentary or equivalent
          proof of the right of such legal representative to exercise such
          Option.

     (h)  LOANS. Subject to any law, the Company may make loans to Grantees as
          the Committee, in its discretion, may determine in connection with the
          exercise of outstanding options granted under the Plan. Such loans
          shall (i) be evidenced by promissory notes entered into by the
          Grantees in favor of the Company, (ii) be subject to the terms and
          conditions set forth in this Section 6(h) and such other terms and
          conditions, not inconsistent with the Plan, as the Committee shall
          determine and (iii) bear interest, if any, at such rate as the
          Committee shall determine. In no event may the principal amount of any
          such loan exceed the exercise price less the par value of the shares
          of Ordinary Shares covered by the option, or portion thereof,
          exercised by the Grantee. The initial term of the loan, the schedule
          of payments of principal and interest under the loan, the extent to
          which the loan is to be with or without recourse against the Grantee
          with respect to principal and/or interest and the conditions upon
          which the loan will become payable in the event of the Grantee's
          termination of employment or ceasing to perform services shall be
          determined by the Committee; provided, however, that the term of the
          loan, including extensions, shall not exceed 10 years. Unless the
          Committee determines otherwise, when a loan shall have been made,
          shares of Ordinary Shares having a Fair Market Value at least equal to
          the principal amount of the loan shall be pledged by the Grantee to


<PAGE>



          the Company as security for payment of the unpaid balance of the loan
          and such pledge shall be evidenced by a pledge agreement, the terms of
          which shall be determined by the Committee, in its discretion;
          provided, however, that each loan shall comply with all applicable
          laws, regulations and rules of the Board of Governors of the Federal
          Reserve System and any other governmental agency having jurisdiction.

     (i)  OTHER PROVISIONS. The Option Agreements evidencing Options under the
          Plan shall contain such other terms and conditions, not inconsistent
          with the Plan, as the Committee may determine.

     (j)  EXERCISE OF OPTIONS. A Grantee who decides to exercise an Option in
          whole or in part shall give notice to the Secretary of the Company of
          such exercise in writing on a form approved by the Committee. Such
          notice shall specify the manner in which the Grantee will make payment
          of the Option Price.

7.   Nonqualified Stock Options

     7.1  Options intended to constitute Nonqualified Stock Options shall be
          subject only to the general terms and conditions specified in Section
          6 hereof.

     7.2  Any 102 Securities which shall be granted to employees of the Company
          (or if required by law) shall be issued to a trustee nominated by the
          Board or the Committee (in accordance with the provisions of Section
          102) (the "Trustee") and held for the benefit of the optionees for a
          period of not less than two years (24 months) from the date of grant.
          The Trustee may also hold in trust any shares issued upon exercise of
          such 102 Stock Options pursuant to the provisions of Section 102.

8.   Incentive Stock Options

     Options intended to constitute Incentive Stock Options shall be subject to
     the following special terms and conditions, in addition to the general
     terms and conditions specified in Section 6 hereof.

     (a)  VALUE OF SHARES. The aggregate Fair Market Value (determined as of the
          date the Incentive Stock Option is granted) of the shares of equity
          securities of the Company with respect to which Incentive Stock
          Options granted under this Plan and all other option plans of any
          Parent or Subsidiary become exercisable for the first time by each
          Grantee during any calendar year shall not exceed $100,000. To the
          extent that the aggregate fair market value of shares with respect to
          which Incentive Stock Options are exercisable for the first time by
          any Grantee during any calendar year exceeds $100,000, such Option


<PAGE>



          shall be treated as a Non-Qualified Stock Option. The foregoing shall
          be applied by taking options into account in the order in which they
          were granted, with the fair market value of any share to be determined
          at the time of the grant of the Option. In the event the foregoing
          results in a portion of an Incentive Stock Option exceeding the
          $100,000 limitation, only such excess shall be treated as a
          Non-Qualified Stock Option.

     (b)  TEN PERCENT STOCKHOLDER. In the case of an Incentive Stock Option
          granted to a Ten Percent Stockholder, (i) the Option Price shall not
          be less than one hundred and ten percent (110%) of the Fair Market
          Value of the shares of Ordinary Shares on the date of grant of such
          Incentive Stock Option and (ii) the exercise period shall not exceed
          five (5) years from the date of grant of such Incentive Stock Option.

9.   Restricted Stock

     The Committee may award shares of Restricted Stock to any eligible
     individual. Each award of Restricted Stock under the Plan shall be
     evidenced by an instrument, in such form as the Committee shall from time
     to time approve (the "Restricted Stock Agreement"), and shall comply with
     the following terms and conditions (and with such other terms and
     conditions not inconsistent with the terms of this Plan as the Committee,
     in its discretion, shall establish including, without limitation, the
     requirement that a Grantee provide consideration for Restricted Stock upon
     the lapse of restrictions):

     (a)       The Committee shall determine the number of shares of Ordinary
               Shares to be issued to the Grantee pursuant to the award.

     (b)(i)    Shares of Restricted Stock may not be sold, assigned,
               transferred, pledged, hypothecated or otherwise disposed of,
               except by will or the laws of descent and distribution, for such
               period as the Committee shall determine from the date on which
               the award is granted (the "Restricted Period"). The Committee may
               also impose such other restrictions and conditions on the shares
               as it deems appropriate including the satisfaction of performance
               criteria. Certificates for shares of stock issued pursuant to
               Restricted Stock awards shall bear an appropriate legend
               referring to such restrictions, and any attempt to dispose of any
               such shares of stock in contravention of such restrictions shall
               be null and void and without effect. During the Restricted
               Period, such certificates shall be held in escrow by an escrow
               agent appointed by the Committee. In determining the Restricted
               Period of an award, the Committee may provide that the foregoing




<PAGE>


               restrictions shall lapse with respect to specified percentages of
               the awarded shares on successive anniversaries of the date of
               such award.

     (ii)      The Committee may adjust the performance goals to take into
               account changes in law and accounting and tax rules and to make
               such adjustments as the Committee deems necessary or appropriate
               to reflect the inclusion or exclusion of the impact of
               extraordinary or unusual items, events or circumstances, provided
               that no adjustment shall be made which will result in an increase
               in the compensation of any Grantee whose compensation is subject
               to the limitation on deductibility under Section 162(m) of the
               Internal Revenue Code, as amended, or a successor provision, for
               the applicable year. The Committee also may adjust the
               performance goals by reducing the amount to be received by any
               Grantee pursuant to an award if and to the extent that the
               Committee deems it appropriate.

     (c)       Subject to such exceptions as may be determined by the Committee,
               if the Grantee's continuous employment with, or performance of,
               service for, the Company or any Parent or Subsidiary shall cease
               for any reason prior to the expiration of the Restricted Period
               of an award, any shares remaining subject to restrictions (after
               taking into account the provisions of Subsection (e) of this
               Section 9) shall be converted into deferred stock.

     (d)       During the Restricted Period the Grantee shall possess all
               incidents of ownership of such shares, subject to Subsection (b)
               of this Section 9, including the right to receive dividends with
               respect to such shares and to vote such shares.

     (e)       The Committee shall have the authority (and the Restricted Stock
               Agreement may so provide) to cancel all or any portion of any
               outstanding restrictions prior to the expiration of the
               Restricted Period with respect to any or all of the shares of
               Restricted Stock awarded on such terms and conditions as the
               Committee shall deem appropriate.

     (f)       OTHER STOCK-BASED AWARDS.  The Committee may grant other awards
               under the Plan pursuant to which shares of Ordinary Shares (which
               may, but need not, be shares of Restricted Stock pursuant to
               Section 9 hereof) are or may in the future be acquired, or awards
               denominated in stock units, including ones values using measures
               other than market value. The Committee may also grant stock
               appreciation rights without the grant of an accompanying option,
               which rights shall permit the Grantees to receive, at the time of
               any exercise of such rights, cash equal to the amount by which
               the fair market value of all shares of Ordinary Shares in respect



<PAGE>



               to which the right was granted exceeds the exercise price
               thereof. Such other stock based awards may be granted alone, in
               addition to, or in tandem with any award of any typed granted
               under the plan and must be consistent with the purposes of the
               Plan.

     Limitations and Conditions.

     (i)       In the event that the Company makes an acquisition or is a party
               to a merger or consolidation and the Company assumes the options
               or other awards consistent with the purpose of this Plan of the
               Company acquired, merged or consolidated which are administered
               pursuant to this Plan, shares of Ordinary Shares subject to the
               assumed options or other awards shall not count as part of the
               total number of shares of Ordinary Shares that may be made
               subject to awards under this Plan.

     (ii)      Any shares that have been made subject to an award that cease to
               be subject to the award (other than by reason of exercise or
               payment of the award to the extent it is settled in shares) shall
               again be available for award and shall not be considered as
               having been theretofore made subject to award.

     (iii)     Nothing contained herein shall affect the right of the Company to
               terminate any Grantee's employment at any time or for any reason.

10.  Effect of Certain Changes

     (a)       If there is any change in the shares of Ordinary Shares through
               the declaration of stock dividends, recapitalization, stock
               splits, or combinations or exchanges of such shares, or other
               similar transactions, the number of shares, or other similar
               transactions, the number of shares of Ordinary Shares available
               for awards, the number of such shares covered by outstanding
               awards, and the price per share of Options shall be
               proportionately adjusted by the Committee to reflect such change
               in the issued shares of Ordinary Shares; provided, however, that
               any fractional shares resulting from such adjustment shall be
               eliminated.

     (b)       In the event of the dissolution or liquidation of the Company or
               in the event of any corporate separation or division, including,
               but not limited to, split-up, split-off or spin-off or in the
               event of other similar transactions, the Committee may provide
               that:

               (i)  the Grantee of any award hereunder shall have the right to
                    exercise an Option (at its then Option price) or to receive
                    in respect of other types of awards the kind and amount of



<PAGE>



                    shares of stock and other securities, property, cash or any
                    combination thereof receivable upon such dissolution,
                    liquidation, or corporate separation or division by a
                    Grantee of the number of shares of Ordinary Shares subject
                    to such award for which such award might have been exercised
                    or realized immediately prior to such dissolution,
                    liquidation, or corporate separation or division; or

               (ii) each award granted under the Plan shall terminate as of a
                    date to be fixed by the Committee and that not less than
                    thirty (30) days' written notice of the date so fixed shall
                    be given to each Grantee, who shall have the right, during
                    the period of thirty (30) days preceding such termination,
                    to exercise or otherwise realize with respect to such awards
                    all or any part of the shares of Ordinary Shares and other
                    securities, property, cash or any combination thereof,
                    covered thereby.

               In the event of a proposed sale of all or substantially all of
               the assets of the Company or the merger of the Company with or
               into another corporation, any award then outstanding shall be
               assumed or an equivalent award shall be substituted by such
               successor corporation or a parent or subsidiary of such successor
               corporation, unless such successor corporation does not agree to
               assume the award or to substitute an equivalent award, in which
               case the Committee shall, in lieu of such assumption or
               substitution, provide for the realization of such outstanding
               awards in the manner set forth in subsections 10(b)(i) or
               10(b)(ii) above.

     (c)       In the event of a change in the Ordinary Shares of the Company as
               presently constituted that is limited to a change of all of its
               authorized shares of Ordinary Shares into the same number of
               shares with a different par value or without par value, the
               shares resulting from any such change shall be deemed to be the
               Ordinary Shares within the meaning of the Plan.

     (d)       Except as herein before expressly provided in this Section 10,
               the Grantee of an award hereunder shall have no rights by reason
               of any subdivision or consolidation of shares of stock of any
               class or the payment of any stock dividend or any other increase
               or decrease in the number of shares of stock of any class or by
               reason of any dissolution, liquidation, merger, or consolidation
               or spin-off of assets or stock of another company; and any issue
               by the Company of shares of stock of any class, or securities
               convertible into shares of stock of any class, shall not affect,



<PAGE>



               and no adjustment by reason thereof shall be made with respect
               to, the number or price of shares of Ordinary Shares subject to
               an award. The grant of an award pursuant to the Plan shall not
               affect in any way the right or power of the Company to make
               adjustments, reclassifications, reorganizations or changes of its
               capital or business structures or to merge or to consolidate or
               to dissolve, liquidate or sell, or transfer all or part of its
               business or assets or engage in any similar transactions.

11.  Surrender and Exchanges of Awards

     The Committee may permit the voluntary surrender of all or a portion of any
     Option granted under the Plan or any option granted under any other plan,
     program or arrangement of the Company or any subsidiary ("Surrendered
     Option"), to be conditioned upon the granting to the Grantee of a new
     Option for the same number of shares of Ordinary Shares as the Surrendered
     Option, or may require such voluntary surrender as a condition precedent to
     a grant of a new Option to such Grantee. Subject to the provisions of the
     Plan, such new Option may be an Incentive Stock Option or a Nonqualified
     Stock Option and shall be exercisable at the price, during such period and
     on such other terms and conditions as are specified by the Committee at the
     time the new Option is granted. The Committee may also grant Restricted
     Shares in exchange for Surrendered Options to any holder of such
     Surrendered Option.

12.  Period During which Options may be Granted

     Awards may be granted pursuant to the Plan from time to time within a
     period of ten (10) years from the date the Plan is adopted by the Board, or
     the date the Plan is approved by the shareholders of the Company, whichever
     is earlier.

13.  Nontransferability of Awards

     Awards granted under the Plan shall not be transferable otherwise than by
     will or by the laws of descent and distribution, other than pursuant to a
     valid qualified domestic relations order issued by a court pursuant to
     Section 414(p) of the Code, and awards may be exercised or otherwise
     realized, during the lifetime of the Grantee, only by the Grantee.

14.  Approval of Shareholders

     The Plan shall take effect upon its adoption by the Board but the Plan (and
     any grants of awards made prior to the shareholder approval mentioned
     herein) shall be subject to the approval of the holder(s) of a majority of
     the issued and outstanding shares of voting securities of the Company
     entitled to vote, which approval must occur within twelve months of the
     date the Plan is adopted by the Board.



<PAGE>



15.  Agreement by Grantee Regarding Withholding Taxes

     If the Committee shall so require, as a condition of exercise of an Option
     or other realization of an award, each Grantee shall agree that no later
     than the date of exercise or other realization of an award granted
     hereunder, the Grantee will pay to the Company or make arrangements
     satisfactory to the Committee regarding payment of any federal, state or
     local taxes of any kind required by law to be withheld upon the exercise of
     an Option or other realization of an award. Alternatively, the Committee
     may provide that a Grantee may elect, to the extent permitted or required
     by law, to have the Company deduct federal, state and local taxes of any
     kind required by law to be withheld upon the exercise of an Option or
     realization of any award from any payment of any kind due to the Grantee.

16.  Amendment and Termination of the Plan

     The Board at any time and from time to time may suspend, terminate, modify
     or amend the Plan; provided, however, that any amendment that would
     increase the aggregate number of Ordinary Shares as to which awards may be
     granted under the Plan or materially increase the benefits accruing to
     Grantees under the Plan or change the class of employees eligible for
     participation in the Plan or reduce the basis upon which the minimum Option
     Price is determined or extend the period within which awards under the Plan
     may be granted or provide for an Option that is exercisable more than 10
     years after the date it is granted (except in the event of death) shall be
     subject to the approval of the holders of a majority of the Ordinary Shares
     issued and outstanding, except that any such increase or modification that
     may result from adjustments authorized by Section 10 hereof shall not
     require such approval. Except as provided in Section 10 hereof, no
     suspension, termination, modification or amendment of the Plan may
     adversely affect any award previously granted, unless the written consent
     of the Grantee is obtained.

17.  Rights as a Shareholder

     Except as provided in Section 9(d) hereof, a Grantee or a transferee of an
     award shall have no rights as a shareholder with respect to any shares
     covered by the award until the date of the issuance of a stock certificate
     to him or her for such shares. No adjustment shall be made for dividends
     (ordinary or extraordinary, whether in cash, securities or other property)
     or distribution of other rights for which the record date is prior to the
     date such stock certificate is issued, except as provided in Section 10
     hereof.

18.  No Rights to Employment

     Nothing in the Plan or in any award granted or Agreement entered into
     pursuant hereto shall confer upon any Grantee the right to continue in the



<PAGE>



     employ of the Company or any subsidiary or to be entitled to any
     remuneration or benefits not set forth in the Plan or such Agreement or to
     interfere with or limit in any way the right of the Company or any such
     subsidiary to terminate such Grantee's employment or services. Awards
     granted under the Plan shall not be affected by any change in duties or
     position of a Grantee as long as such Grantee continues in the employ of
     the Company or any subsidiary.

19.  Beneficiary

     A Grantee may file with the Committee a written designation of a
     beneficiary on such form as may be prescribed by the Committee and may,
     from time to time, amend or revoke such designation. If no designated
     beneficiary survives the Grantee, the executor or administrator of the
     Grantee's estate shall be deemed to be the Grantee's beneficiary.

20.  Governing Law

     The Plan and all determinations made and actions taken pursuant hereto
     shall be governed by the laws of the State of New York.

21.  Effective Date and Duration of the Plan

     This Plan shall be effective on and as of 1/1/98, subject to the approval
     of the Plan by the shareholders of the Company, and shall terminate on the
     tenth anniversary of such date.
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As filed with the Securities and Exchange Commission on December 14, 1999
                                             Registration No. 333-
================================================================================
                       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                                         (I.R.S. employer
jurisdiction of                                      identification number)
incorporation or
organization)
                           Tower Hill House Le Bordage
           St. Peter Port, Island of Guernsey, GY1 3QT Channel Islands
                    (Address of 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
                                 (314) 212-8328
               (Name, address and telephone number, including area
                           code, of agent for service)
                                  ------------

                                   Copies to:
                             ROBERT A. SCHWED, ESQ.
                  Reboul, MacMurray, Hewitt, Maynard & Kristol
                              45 Rockefeller Plaza
                              New York, N. Y. 10111
                                 (212) 841-5700
CALCULATION OF REGISTRATION FEE
================================================================================

                                       Proposed    Proposed
                                       maximum     maximum
                        Amount         offering    aggregate      Amount of
Title of securities     to be          price per   offering       registration
to be registered        registered     share(1)    price          fee
--------------------------------------------------------------------------------

Ordinary Shares,
 (pound) 0.01 par
     value              6,600,000      $13.00     $85,800,000    $23,853

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

(1)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(h) under the Securities Act of 1933, as amended, (the
     "1933 Act") as follows: (i) in the case of Ordinary Shares which may be
     purchased upon the exercise of outstanding options which have heretofore
     been granted, the fee is calculated on the basis of the price at which the
     options may be exercised; and (ii) in the case of Ordinary Shares for which
     options have not yet been granted and the price of which is therefore
     unknown, the fee is calculated on the basis of the average of the high and
     low sale prices of Amdocs' Ordinary Shares on the New York Stock Exchange
     as of a date (December 10, 1999) within five business days prior to filing
     this Registration Statement.

================================================================================
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

          Amdocs will send or give the documents containing the information
specified in Part I of Form S-8 to employees as specified by the Securities and
Exchange Commission Rule 428(b)(1) under the 1933 Act. Amdocs does not need to
file these documents with the Commission either as part of this Registration
Statement or as prospectuses or prospectus supplements under Rule 424 of the
1933 Act.
PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

          There are hereby incorporated by reference herein the following
documents which have been filed with the Securities and Exchange Commission (the
"Commission"):

          1. The Registrant's Annual Report filed on Form 20-F for the fiscal
year ended September 30, 1999 as filed with the Commission on December 7, 1999.

          2. The Registrant's Quarterly Reports on Form 6-K for the quarterly
period ended June 30, 1999 as filed with the Commission on August 12, 1999, for
the quarterly period ended March 31, 1999 as filed with the Commission on May
19, 1999, and for the quarterly period ended December 31, 1998 as filed with the
Commission on February 16, 1999.

          3. 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 filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") after the date of this Registration Statement and prior to the
filing of a post-effective amendment hereto that indicates that all securities
offered have been sold or that deregisters all such securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of filing of such documents.

          Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document that also is incorporated or deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
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 the Registrant 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 the Registrant 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.

EXHIBIT
NUMBER    DESCRIPTION
_______   ___________

4         1998 Stock Option and Incentive Plan, as amended, of Amdocs Limited

5         Opinion of Carey Langlois with respect to the legality of the
          securities being registered.

23.1      Consent of Carey Langlois (included in Exhibit 5).

23.2      Consent of Ernst & Young LLP.

24        Powers of Attorney (included on signature page).

ITEM 9.   UNDERTAKINGS

          (a) 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
               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;

               (2) that, for the purpose of determining any liability under the
               1933 Act, each such post-effective amendment shall be deemed 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; and

               (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.

          (b) The undersigned Registrant hereby undertakes that, for the
          purposes of determining any liability under the 1933 Act, each filing
          of the Registrant's annual report pursuant to Section 13(a) or Section
          15(d) of the Exchange Act (and, where applicable, each filing of an
          employee benefit plan's annual report pursuant to 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.

          (h) Insofar as indemnification for liabilities arising under the 1933
          Act may be permitted to directors, officers and controlling persons of
          the Registrant pursuant to the provisions described above, or
          otherwise, the Registrant has been advised that in the opinion of the
          Commission such indemnification is against public policy as expressed
          in the 1933 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 1933 Act and will be governed by the final
          adjudication of such issue.
SIGNATURES

          Pursuant to the requirements of the 1933 Act, 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 14th day of December, 1999.

                                            AMDOCS LIMITED

                                    By:     /s/ BRUCE K. ANDERSON
                                       -----------------------------------------
                                            Bruce K. Anderson
                                            Chief Executive Officer and
                                            Chairman of the Board
POWER OF ATTORNEY

          KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Bruce K. Anderson, Robert A. Minicucci
and Thomas G. O'Brien, and each of them singly (with full power to each of them
to act alone), as true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution in each of them for him and in his name,
place and stead, and in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement (or any
other Registration Statement for the same offering that is to be effective upon
filing pursuant to Rule 462(b) under the 1933 Act), and to file the same, with
all exhibits thereto and other documents in connection therewith, with the
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as full to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them or their or
his substitute or substitutes may lawfully do or cause to be done by virtue
hereof.

          Pursuant to the requirements of the 1933 Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated:

SIGNATURES                        TITLE                               DATE
-----------                       -----                               ----

 /S/ BRUCE K. ANDERSON        Chief Executive Officer and      December 14, 1999
----------------------        Chairman of the Board
   Bruce K. Anderson

/S/ ROBERT A. MINICUCCI       Chief Financial Officer and      December 14, 1999
-----------------------       Director
  Robert A. Minicucci

   /S/ ADRIAN GARDNER         Director                         December 14, 1999
----------------------
    Adrian Gardner

   /S/ STEPHEN HERMER         Director                         December 14, 1999
----------------------
    Stephen Hermer

     /S/ JAMES KAHAN          Director                         December 14, 1999
----------------------
     James Kahan
/S/ PAZ LITTMAN            Director                         December 14, 1999
----------------------
      Paz Littman

                              Director                         December 14, 1999
----------------------
     Avinoam Naor

  /S/ JOHN T.MCLENNAN         Director                         December 14, 1999
----------------------
     John T. McLennan

 /S/ LAWRENCE PERLMAN         Director                         December 14, 1999
----------------------
   Lawrence Perlman

/S/ MICHAEL J. PRICE          Director                         December 14, 1999
----------------------
   Michael J. Price

     /S/ URS SUTER            Director                         December 14, 1999
----------------------
       Urs Suter

 /S/ THOMAS G. O'BRIEN        Amdocs Limited's Authorized      December 14, 1999
-----------------------       Representative in the United
   Thomas G. O'Brien          States
EXHIBIT INDEX

EXHIBIT
NUMBER                      DESCRIPTION
-------                     -----------

4.           1998 Stock Option and Incentive Plan, as amended, of Amdocs Limited

5.           Opinion of Carey Langlois with respect to the legality of the
             securities being registered.

23.1.        Consent of Carey Langlois (included in Exhibit 5).

23.2.        Consent of Ernst & Young LLP, independent auditors.

24.          Powers of Attorney (included on signature page).
EXHIBIT 4

                                 AMDOCS LIMITED

                      1998 STOCK OPTION AND INCENTIVE PLAN

                        AS AMENDED AS OF JANUARY 27, 1999

1.   Purpose; Type of Awards; Construction

     The purpose of the Amdocs Limited 1998 Stock Option and Incentive Plan (the
     "Plan") is to afford an incentive to officers, directors, employees and
     consultants of Amdocs Limited (the "Company"), or any subsidiary of the
     Company which now exists or hereafter is organized or acquired by the
     Company, to acquire a proprietary interest in the Company, to continue as
     employees, directors and consultants, to increase their efforts on behalf
     of the Company and to promote the success of the Company's business. It is
     further intended that options granted by the Committee (as such a term is
     defined below) pursuant to Section 8 of the Plan shall constitute
     "incentive stock options" ("Incentive Stock Options") within the meaning of
     Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"),
     and options granted by the Committee pursuant to Section 7 of the Plan
     shall constitute "nonqualified stock options" ("Nonqualified Stock
     Options"). The Committee may also grant restricted shares ("Restricted
     Stock") under the Plan pursuant to Section 9 of the Plan. If the Committee
     so determines it may grant Nonqualified Stock Options or Restricted Stock
     pursuant to the provisions of Section 102 of the Israel Income Tax
     Ordinance (New Version) 1961, and any regulations, rules, orders or
     procedures promulgated thereunder ("102 Securities").

2.   Definitions

     As used in this Plan, the following words and phrases shall have the
     meanings indicated:

     (a)  "Ordinary Shares" shall mean shares of ordinary shares, par value
          (pound) 0.01 per share, of the Company.

     (b)  "Disability" shall mean the inability of a Grantee (as defined in
          Section 3 hereof) to engage in any substantial gainful activity by
          reason of any medically determinable physical or mental impairment
          that can be expected to result in death or that has lasted or can be
          expected to last for a continuous period of not less than twelve (12)
          months.

     (c)  "Fair Market Value" per share as of a particular date shall mean (i)
          if the shares of Ordinary Shares are not then listed on a national
          securities exchange or traded in an over-the-counter market, such
          value as the Committee, in
its sole discretion, shall determine; or (ii) if the shares of
          Ordinary Shares are then traded on a national securities exchange the
          closing sales price per share of Ordinary Shares on the national
          securities exchange, on which the Ordinary Shares are principally
          traded, for the last preceding date on which there was a sale of such
          Ordinary Shares on such exchange, or (iii) if the shares of Ordinary
          Shares are then traded in an over-the-counter market, the average of
          the closing bid and asked prices for the shares of Ordinary Shares in
          such over-the-counter market for the last preceding date on which
          there was a sale of such Ordinary Shares in such market.

     (d)  "Option" or "Options" shall mean a grant to a Grantee (as defined in
          Section 3 hereof) of an option or options to purchase shares of
          Ordinary Shares. Options granted by the Committee (as defined in
          Section 3 hereof), pursuant to the Plan shall constitute either
          Incentive Stock Options or Nonqualified Stock Options.

     (e)  "Parent" shall mean any company (other than the Company) in an
          unbroken chain of companies ending with the Company if, at the time of
          granting an Option, each of the companies other than the Company owns
          stock possessing fifty percent (50%) or more of the total combined
          voting power of all classes of stock in one of the other companies in
          such chain.

     (f)  "Subsidiary" shall mean any company (other than the Company) in an
          unbroken chain of companies beginning with the Company if, at the time
          of granting an Option, each of the companies other than the last
          company in the unbroken chain owns stock possessing fifty percent
          (50%) or more of the total combined voting power of all classes of
          stock in one of the other companies in such chain.

     (g)  "Ten Percent Stockholder" shall mean a Grantee (as defined in Section
          3 hereof), who, at the time an Incentive Stock Option is granted, owns
          stock possessing more than ten percent (10%) of the total combined
          voting power of all classes of stock of the Company or any Parent or
          Subsidiary.

3.   Administration

     The Plan shall be administered by a committee (the "Committee") established
     by the Board of Directors of the Company (the "Board").

     The Committee shall have the authority in its discretion, subject to and
     not inconsistent with the express provisions of the Plan, to administer the
     Plan and to exercise all the powers and authorities either specifically
     granted to it under the Plan or necessary or advisable in the
administration of the Plan, including, without limitation, the authority to
     grant Options and Restricted Stock; to determine which Options shall
     constitute Incentive Stock Options and which Options shall constitute
     Nonqualified Stock Options or 102 Securities; to determine the kind of
     consideration payable (if any) with respect to awards; to determine the
     period during which Options may be exercised and Restricted Stock shall be
     subject to restrictions, and whether in whole or in installments; to
     determine the persons to whom, and the time or times at which awards shall
     be granted (such persons are referred to herein as "Grantees"); to
     determine the number of shares to be covered by each award; to interpret
     the Plan; to prescribe, amend and rescind rules and regulations relating to
     the Plan; to determine the terms and provisions of the agreements (which
     need not be identical) entered into in connection with awards granted under
     the Plan (the "Agreements"); to cancel or suspend awards, as necessary; and
     to make all other determinations deemed necessary or advisable for the
     administration of the Plan.

     The Committee may delegate to one or more of its members or to one or more
     agents such administrative duties as it may deem advisable, and the
     Committee or any person to whom it has delegated duties as aforesaid may
     employ one or more persons to render advice with respect to any
     responsibility the Committee or such person may have under the Plan. All
     decisions, determinations and interpretations of the Committee shall be
     final and binding on all Grantees of any awards under this Plan.

     The Board shall fill all vacancies, however caused, in the Committee. The
     Board may from time to time appoint additional members to the Committee,
     and may at any time remove one or more Committee members and substitute
     others.

     No member of the Board or Committee shall be liable for any action taken or
     determination made in good faith with respect to the Plan or any award
     granted hereunder.

4.   Eligibility

     Officers, Directors, other employees of the Company and consultants of the
     Company shall be eligible to receive awards hereunder. In determining the
     persons to whom awards shall be granted and the number of shares to be
     covered by each award, the Committee, in its sole discretion, shall take
     into account the contribution by the eligible individuals to the
     management, growth and/or profitability of the business of the Company and
     such other factors as the Committee shall deem relevant.

5.   Ordinary Shares

     The maximum number of shares of Ordinary Shares reserved for the grant of
     awards under the Plan shall be 6,600,000. Such shares may, in whole or in
     part, be authorized but unissued shares. The
foregoing numbers of shares may be increased or decreased by the events set
     forth in Section 10 hereof.

     If any outstanding award under the Plan should, for any reason expire, be
     canceled or be terminated without having been exercised in full, the shares
     of Ordinary Shares allocable to the unexercised, canceled or terminated
     portion of such award shall (unless the Plan shall have been terminated)
     become available for subsequent grants of awards under the Plan.

6.   Terms and Conditions of Options

     Each Option granted pursuant to the Plan shall be evidenced by a written
     agreement between the Company and the Grantee (the "Option Agreement"), in
     such form as the Committee shall from time to time approve, which Option
     Agreement shall comply with and be subject to the following terms and
     conditions:

     (a)  NUMBER OF SHARES. Each Option Agreement shall state the number of
          shares of Ordinary Shares to which the Option relates.

     (b)  TYPE OF OPTION. Each Option Agreement shall specifically state that
          the Option constitutes an Incentive Stock Option or a Nonqualified
          Stock Option.

     (c)  OPTION PRICE. Each Option Agreement shall state the Option Price,
          which, in the case of an Incentive Stock Option, shall not be less
          than one-hundred percent (100%) of the Fair Market Value of the shares
          of Ordinary Shares covered by the Option on the date of grant. The
          Option Price shall be subject to adjustment as provided in Section 10
          hereof. The date on which the Committee adopts a resolution expressly
          granting an Option shall be considered the day on which such Option is
          granted.

     (d)  MEDIUM AND TIME OF PAYMENT. The Option Price shall be paid in full, at
          the time of exercise and may be made in cash, by the delivery of
          shares of Ordinary Shares with a fair market value equal to the Option
          Price, provided that any such shares acquired by the Grantee pursuant
          to the exercise of an Incentive Stock Option shall have been held by
          the Grantee for a period of at least one year, or by a combination of
          cash and such shares that have been held by the Grantee for a period
          of at least one year whose fair market value together with such cash
          shall equal the Option Price. The Committee may also permit Grantees,
          either on a selective or aggregate basis, simultaneously to exercise
          Options and sell the shares of Ordinary Shares thereby acquired
          pursuant to a brokerage or a similar arrangement, approved in advance
          by the Committee, and use the proceeds from such sale as payment of
          the Purchase Price of such shares.
(e)  TERM AND EXERCISABILITY OF OPTIONS. Each Option Agreement shall be
          exercisable at such times and under such conditions as the Committee,
          in its discretion, shall determine; provided, however, such exercise
          period shall not exceed ten (10) years from the date of grant of such
          Option. The exercise period shall be subject to earlier termination as
          provided in Sections 6(f) and 6(g) hereof. An Option may be exercised,
          as to any or all full shares of Ordinary Shares as to which the Option
          has become exercisable, by giving written notice of such exercise to
          the Committee or its designated agent.

          Options shall become exercisable in cumulative installments of 50% on
          the second anniversary of the date on which such Option is granted,
          and 25% per year on the third and fourth anniversary, or at such other
          times and in such other installments (which may be cumulative) as the
          Committee shall provide in the terms of the respective Option
          Agreements; provided, however, that the Committee, in its absolute
          discretion, may, on such terms and conditions as it may determine to
          be appropriate, accelerate the time at which such Option or any
          portion thereof may be exercised. The Option may contain performance
          goals and measurements, and the provisions with respect to any Option
          need not be the same as the provisions with respect to any other
          Option.

     (f)  TERMINATION. Except as provided in this Section 6(f) and in Section
          6(g) hereof, an Option may not be exercised unless the Grantee is then
          in the service or employ of the Company or a Parent or Subsidiary (or
          a company or a parent or subsidiary company of such company issuing or
          assuming the Option in a transaction to which Section 424(a) of the
          Code applies), and unless the Grantee has remained continuously so
          employed or has continuously performed such services since the date of
          grant of the Option. In the event that the employment of a Grantee
          shall terminate or Grantee shall cease performance of services for the
          Company, a Parent or a Subsidiary thereof (in either event, other than
          by reason of death or disability), all Options of such Grantee that
          are exercisable at the time of such termination or cessation may,
          unless earlier terminated in accordance with their terms, be exercised
          within ninety (90) days after the date of such termination or
          cessation; provided, however, that if the Company shall terminate the
          Grantee's employment for cause (as determined by the Committee), all
          Options theretofore granted to such Grantee shall, to the extent not
          theretofore exercised, terminate on the date of such termination or
          cessation unless otherwise determined by the Committee. In the case of
          a Grantee whose principal employer is a Subsidiary, the Grantee's
          employment shall be deemed to be terminated for purposes of this
Section 6(f) as of the date on which such principal employer ceases to
          be a Subsidiary.

     (g)  DEATH OR DISABILITY OF GRANTEE. If a Grantee shall die while employed
          by, or performing services for, the Company or a Parent or subsidiary
          thereof, or within ninety (90) days after the date of cessation of
          such Grantee's employment or performance of services other than as a
          result of termination for cause (or within such longer period as the
          Committee may have provided pursuant to Section 6(e) hereof), or if
          the Grantee's employment shall terminate or performance of services
          shall cease by reason of Disability, all Options theretofore granted
          to such Grantee may, unless earlier terminated in accordance with
          their terms, be exercised by the Grantee or by the Grantee's estate or
          by a person who acquired the right to exercise such Options by bequest
          or inheritance or otherwise by reason of the death or Disability of
          the Grantee, at any time within twelve months after the date of death
          or Disability of the Grantee. In the event that an Option granted
          hereunder shall be exercised by the legal representatives of a
          deceased or former Grantee, written notice of such exercise shall be
          accompanied by a certified copy of letters testamentary or equivalent
          proof of the right of such legal representative to exercise such
          Option.

     (h)  LOANS. Subject to any law, the Company may make loans to Grantees as
          the Committee, in its discretion, may determine in connection with the
          exercise of outstanding options granted under the Plan. Such loans
          shall (i) be evidenced by promissory notes entered into by the
          Grantees in favor of the Company, (ii) be subject to the terms and
          conditions set forth in this Section 6(h) and such other terms and
          conditions, not inconsistent with the Plan, as the Committee shall
          determine and (iii) bear interest, if any, at such rate as the
          Committee shall determine. In no event may the principal amount of any
          such loan exceed the exercise price less the par value of the shares
          of Ordinary Shares covered by the option, or portion thereof,
          exercised by the Grantee. The initial term of the loan, the schedule
          of payments of principal and interest under the loan, the extent to
          which the loan is to be with or without recourse against the Grantee
          with respect to principal and/or interest and the conditions upon
          which the loan will become payable in the event of the Grantee's
          termination of employment or ceasing to perform services shall be
          determined by the Committee; provided, however, that the term of the
          loan, including extensions, shall not exceed 10 years. Unless the
          Committee determines otherwise, when a loan shall have been made,
          shares of Ordinary Shares having a Fair Market Value at least equal to
          the principal amount of the loan shall be pledged by the Grantee to
the Company as security for payment of the unpaid balance of the loan
          and such pledge shall be evidenced by a pledge agreement, the terms of
          which shall be determined by the Committee, in its discretion;
          provided, however, that each loan shall comply with all applicable
          laws, regulations and rules of the Board of Governors of the Federal
          Reserve System and any other governmental agency having jurisdiction.

     (i)  OTHER PROVISIONS. The Option Agreements evidencing Options under the
          Plan shall contain such other terms and conditions, not inconsistent
          with the Plan, as the Committee may determine.

     (j)  EXERCISE OF OPTIONS. A Grantee who decides to exercise an Option in
          whole or in part shall give notice to the Secretary of the Company of
          such exercise in writing on a form approved by the Committee. Such
          notice shall specify the manner in which the Grantee will make payment
          of the Option Price.

7.   Nonqualified Stock Options

     7.1  Options intended to constitute Nonqualified Stock Options shall be
          subject only to the general terms and conditions specified in Section
          6 hereof.

     7.2  Any 102 Securities which shall be granted to employees of the Company
          (or if required by law) shall be issued to a trustee nominated by the
          Board or the Committee (in accordance with the provisions of Section
          102) (the "Trustee") and held for the benefit of the optionees for a
          period of not less than two years (24 months) from the date of grant.
          The Trustee may also hold in trust any shares issued upon exercise of
          such 102 Stock Options pursuant to the provisions of Section 102.

8.   Incentive Stock Options

     Options intended to constitute Incentive Stock Options shall be subject to
     the following special terms and conditions, in addition to the general
     terms and conditions specified in Section 6 hereof.

     (a)  VALUE OF SHARES. The aggregate Fair Market Value (determined as of the
          date the Incentive Stock Option is granted) of the shares of equity
          securities of the Company with respect to which Incentive Stock
          Options granted under this Plan and all other option plans of any
          Parent or Subsidiary become exercisable for the first time by each
          Grantee during any calendar year shall not exceed $100,000. To the
          extent that the aggregate fair market value of shares with respect to
          which Incentive Stock Options are exercisable for the first time by
          any Grantee during any calendar year exceeds $100,000, such Option
shall be treated as a Non-Qualified Stock Option. The foregoing shall
          be applied by taking options into account in the order in which they
          were granted, with the fair market value of any share to be determined
          at the time of the grant of the Option. In the event the foregoing
          results in a portion of an Incentive Stock Option exceeding the
          $100,000 limitation, only such excess shall be treated as a
          Non-Qualified Stock Option.

     (b)  TEN PERCENT STOCKHOLDER. In the case of an Incentive Stock Option
          granted to a Ten Percent Stockholder, (i) the Option Price shall not
          be less than one hundred and ten percent (110%) of the Fair Market
          Value of the shares of Ordinary Shares on the date of grant of such
          Incentive Stock Option and (ii) the exercise period shall not exceed
          five (5) years from the date of grant of such Incentive Stock Option.

9.   Restricted Stock

     The Committee may award shares of Restricted Stock to any eligible
     individual. Each award of Restricted Stock under the Plan shall be
     evidenced by an instrument, in such form as the Committee shall from time
     to time approve (the "Restricted Stock Agreement"), and shall comply with
     the following terms and conditions (and with such other terms and
     conditions not inconsistent with the terms of this Plan as the Committee,
     in its discretion, shall establish including, without limitation, the
     requirement that a Grantee provide consideration for Restricted Stock upon
     the lapse of restrictions):

     (a)       The Committee shall determine the number of shares of Ordinary
               Shares to be issued to the Grantee pursuant to the award.

     (b)(i)    Shares of Restricted Stock may not be sold, assigned,
               transferred, pledged, hypothecated or otherwise disposed of,
               except by will or the laws of descent and distribution, for such
               period as the Committee shall determine from the date on which
               the award is granted (the "Restricted Period"). The Committee may
               also impose such other restrictions and conditions on the shares
               as it deems appropriate including the satisfaction of performance
               criteria. Certificates for shares of stock issued pursuant to
               Restricted Stock awards shall bear an appropriate legend
               referring to such restrictions, and any attempt to dispose of any
               such shares of stock in contravention of such restrictions shall
               be null and void and without effect. During the Restricted
               Period, such certificates shall be held in escrow by an escrow
               agent appointed by the Committee. In determining the Restricted
               Period of an award, the Committee may provide that the foregoing
restrictions shall lapse with respect to specified percentages of
               the awarded shares on successive anniversaries of the date of
               such award.

     (ii)      The Committee may adjust the performance goals to take into
               account changes in law and accounting and tax rules and to make
               such adjustments as the Committee deems necessary or appropriate
               to reflect the inclusion or exclusion of the impact of
               extraordinary or unusual items, events or circumstances, provided
               that no adjustment shall be made which will result in an increase
               in the compensation of any Grantee whose compensation is subject
               to the limitation on deductibility under Section 162(m) of the
               Internal Revenue Code, as amended, or a successor provision, for
               the applicable year. The Committee also may adjust the
               performance goals by reducing the amount to be received by any
               Grantee pursuant to an award if and to the extent that the
               Committee deems it appropriate.

     (c)       Subject to such exceptions as may be determined by the Committee,
               if the Grantee's continuous employment with, or performance of,
               service for, the Company or any Parent or Subsidiary shall cease
               for any reason prior to the expiration of the Restricted Period
               of an award, any shares remaining subject to restrictions (after
               taking into account the provisions of Subsection (e) of this
               Section 9) shall be converted into deferred stock.

     (d)       During the Restricted Period the Grantee shall possess all
               incidents of ownership of such shares, subject to Subsection (b)
               of this Section 9, including the right to receive dividends with
               respect to such shares and to vote such shares.

     (e)       The Committee shall have the authority (and the Restricted Stock
               Agreement may so provide) to cancel all or any portion of any
               outstanding restrictions prior to the expiration of the
               Restricted Period with respect to any or all of the shares of
               Restricted Stock awarded on such terms and conditions as the
               Committee shall deem appropriate.

     (f)       OTHER STOCK-BASED AWARDS.  The Committee may grant other awards
               under the Plan pursuant to which shares of Ordinary Shares (which
               may, but need not, be shares of Restricted Stock pursuant to
               Section 9 hereof) are or may in the future be acquired, or awards
               denominated in stock units, including ones values using measures
               other than market value. The Committee may also grant stock
               appreciation rights without the grant of an accompanying option,
               which rights shall permit the Grantees to receive, at the time of
               any exercise of such rights, cash equal to the amount by which
               the fair market value of all shares of Ordinary Shares in respect
to which the right was granted exceeds the exercise price
               thereof. Such other stock based awards may be granted alone, in
               addition to, or in tandem with any award of any typed granted
               under the plan and must be consistent with the purposes of the
               Plan.

     Limitations and Conditions.

     (i)       In the event that the Company makes an acquisition or is a party
               to a merger or consolidation and the Company assumes the options
               or other awards consistent with the purpose of this Plan of the
               Company acquired, merged or consolidated which are administered
               pursuant to this Plan, shares of Ordinary Shares subject to the
               assumed options or other awards shall not count as part of the
               total number of shares of Ordinary Shares that may be made
               subject to awards under this Plan.

     (ii)      Any shares that have been made subject to an award that cease to
               be subject to the award (other than by reason of exercise or
               payment of the award to the extent it is settled in shares) shall
               again be available for award and shall not be considered as
               having been theretofore made subject to award.

     (iii)     Nothing contained herein shall affect the right of the Company to
               terminate any Grantee's employment at any time or for any reason.

10.  Effect of Certain Changes

     (a)       If there is any change in the shares of Ordinary Shares through
               the declaration of stock dividends, recapitalization, stock
               splits, or combinations or exchanges of such shares, or other
               similar transactions, the number of shares, or other similar
               transactions, the number of shares of Ordinary Shares available
               for awards, the number of such shares covered by outstanding
               awards, and the price per share of Options shall be
               proportionately adjusted by the Committee to reflect such change
               in the issued shares of Ordinary Shares; provided, however, that
               any fractional shares resulting from such adjustment shall be
               eliminated.

     (b)       In the event of the dissolution or liquidation of the Company or
               in the event of any corporate separation or division, including,
               but not limited to, split-up, split-off or spin-off or in the
               event of other similar transactions, the Committee may provide
               that:

               (i)  the Grantee of any award hereunder shall have the right to
                    exercise an Option (at its then Option price) or to receive
                    in respect of other types of awards the kind and amount of
shares of stock and other securities, property, cash or any
                    combination thereof receivable upon such dissolution,
                    liquidation, or corporate separation or division by a
                    Grantee of the number of shares of Ordinary Shares subject
                    to such award for which such award might have been exercised
                    or realized immediately prior to such dissolution,
                    liquidation, or corporate separation or division; or

               (ii) each award granted under the Plan shall terminate as of a
                    date to be fixed by the Committee and that not less than
                    thirty (30) days' written notice of the date so fixed shall
                    be given to each Grantee, who shall have the right, during
                    the period of thirty (30) days preceding such termination,
                    to exercise or otherwise realize with respect to such awards
                    all or any part of the shares of Ordinary Shares and other
                    securities, property, cash or any combination thereof,
                    covered thereby.

               In the event of a proposed sale of all or substantially all of
               the assets of the Company or the merger of the Company with or
               into another corporation, any award then outstanding shall be
               assumed or an equivalent award shall be substituted by such
               successor corporation or a parent or subsidiary of such successor
               corporation, unless such successor corporation does not agree to
               assume the award or to substitute an equivalent award, in which
               case the Committee shall, in lieu of such assumption or
               substitution, provide for the realization of such outstanding
               awards in the manner set forth in subsections 10(b)(i) or
               10(b)(ii) above.

     (c)       In the event of a change in the Ordinary Shares of the Company as
               presently constituted that is limited to a change of all of its
               authorized shares of Ordinary Shares into the same number of
               shares with a different par value or without par value, the
               shares resulting from any such change shall be deemed to be the
               Ordinary Shares within the meaning of the Plan.

     (d)       Except as herein before expressly provided in this Section 10,
               the Grantee of an award hereunder shall have no rights by reason
               of any subdivision or consolidation of shares of stock of any
               class or the payment of any stock dividend or any other increase
               or decrease in the number of shares of stock of any class or by
               reason of any dissolution, liquidation, merger, or consolidation
               or spin-off of assets or stock of another company; and any issue
               by the Company of shares of stock of any class, or securities
               convertible into shares of stock of any class, shall not affect,
and no adjustment by reason thereof shall be made with respect
               to, the number or price of shares of Ordinary Shares subject to
               an award. The grant of an award pursuant to the Plan shall not
               affect in any way the right or power of the Company to make
               adjustments, reclassifications, reorganizations or changes of its
               capital or business structures or to merge or to consolidate or
               to dissolve, liquidate or sell, or transfer all or part of its
               business or assets or engage in any similar transactions.

11.  Surrender and Exchanges of Awards

     The Committee may permit the voluntary surrender of all or a portion of any
     Option granted under the Plan or any option granted under any other plan,
     program or arrangement of the Company or any subsidiary ("Surrendered
     Option"), to be conditioned upon the granting to the Grantee of a new
     Option for the same number of shares of Ordinary Shares as the Surrendered
     Option, or may require such voluntary surrender as a condition precedent to
     a grant of a new Option to such Grantee. Subject to the provisions of the
     Plan, such new Option may be an Incentive Stock Option or a Nonqualified
     Stock Option and shall be exercisable at the price, during such period and
     on such other terms and conditions as are specified by the Committee at the
     time the new Option is granted. The Committee may also grant Restricted
     Shares in exchange for Surrendered Options to any holder of such
     Surrendered Option.

12.  Period During which Options may be Granted

     Awards may be granted pursuant to the Plan from time to time within a
     period of ten (10) years from the date the Plan is adopted by the Board, or
     the date the Plan is approved by the shareholders of the Company, whichever
     is earlier.

13.  Nontransferability of Awards

     Awards granted under the Plan shall not be transferable otherwise than by
     will or by the laws of descent and distribution, other than pursuant to a
     valid qualified domestic relations order issued by a court pursuant to
     Section 414(p) of the Code, and awards may be exercised or otherwise
     realized, during the lifetime of the Grantee, only by the Grantee.

14.  Approval of Shareholders

     The Plan shall take effect upon its adoption by the Board but the Plan (and
     any grants of awards made prior to the shareholder approval mentioned
     herein) shall be subject to the approval of the holder(s) of a majority of
     the issued and outstanding shares of voting securities of the Company
     entitled to vote, which approval must occur within twelve months of the
     date the Plan is adopted by the Board.
15.  Agreement by Grantee Regarding Withholding Taxes

     If the Committee shall so require, as a condition of exercise of an Option
     or other realization of an award, each Grantee shall agree that no later
     than the date of exercise or other realization of an award granted
     hereunder, the Grantee will pay to the Company or make arrangements
     satisfactory to the Committee regarding payment of any federal, state or
     local taxes of any kind required by law to be withheld upon the exercise of
     an Option or other realization of an award. Alternatively, the Committee
     may provide that a Grantee may elect, to the extent permitted or required
     by law, to have the Company deduct federal, state and local taxes of any
     kind required by law to be withheld upon the exercise of an Option or
     realization of any award from any payment of any kind due to the Grantee.

16.  Amendment and Termination of the Plan

     The Board at any time and from time to time may suspend, terminate, modify
     or amend the Plan; provided, however, that any amendment that would
     increase the aggregate number of Ordinary Shares as to which awards may be
     granted under the Plan or materially increase the benefits accruing to
     Grantees under the Plan or change the class of employees eligible for
     participation in the Plan or reduce the basis upon which the minimum Option
     Price is determined or extend the period within which awards under the Plan
     may be granted or provide for an Option that is exercisable more than 10
     years after the date it is granted (except in the event of death) shall be
     subject to the approval of the holders of a majority of the Ordinary Shares
     issued and outstanding, except that any such increase or modification that
     may result from adjustments authorized by Section 10 hereof shall not
     require such approval. Except as provided in Section 10 hereof, no
     suspension, termination, modification or amendment of the Plan may
     adversely affect any award previously granted, unless the written consent
     of the Grantee is obtained.

17.  Rights as a Shareholder

     Except as provided in Section 9(d) hereof, a Grantee or a transferee of an
     award shall have no rights as a shareholder with respect to any shares
     covered by the award until the date of the issuance of a stock certificate
     to him or her for such shares. No adjustment shall be made for dividends
     (ordinary or extraordinary, whether in cash, securities or other property)
     or distribution of other rights for which the record date is prior to the
     date such stock certificate is issued, except as provided in Section 10
     hereof.

18.  No Rights to Employment

     Nothing in the Plan or in any award granted or Agreement entered into
     pursuant hereto shall confer upon any Grantee the right to continue in the
employ of the Company or any subsidiary or to be entitled to any
     remuneration or benefits not set forth in the Plan or such Agreement or to
     interfere with or limit in any way the right of the Company or any such
     subsidiary to terminate such Grantee's employment or services. Awards
     granted under the Plan shall not be affected by any change in duties or
     position of a Grantee as long as such Grantee continues in the employ of
     the Company or any subsidiary.

19.  Beneficiary

     A Grantee may file with the Committee a written designation of a
     beneficiary on such form as may be prescribed by the Committee and may,
     from time to time, amend or revoke such designation. If no designated
     beneficiary survives the Grantee, the executor or administrator of the
     Grantee's estate shall be deemed to be the Grantee's beneficiary.

20.  Governing Law

     The Plan and all determinations made and actions taken pursuant hereto
     shall be governed by the laws of the State of New York.

21.  Effective Date and Duration of the Plan

     This Plan shall be effective on and as of 1/1/98, subject to the approval
     of the Plan by the shareholders of the Company, and shall terminate on the
     tenth anniversary of such date.