As filed with the Securities and Exchange Commission on March 2, 2000
                                               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,
  British Pound
  0.01 par value    6,700,000      $61.5938    $412,678,460    $114,725

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

(1)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(c) and 457(h) under the Securities Act of 1933, as
     amended, (the "1933 Act") on the basis of the average of the high and low
     sale prices of Amdocs Limited's Ordinary Shares on the New York Stock
     Exchange as of a date (February 25, 2000) within five business days prior
     to filing this Registration Statement.
==========================================================================


<PAGE>




                                EXPLANATORY NOTE

          This Registration Statement relates to the offering of additional
Ordinary Shares issuable pursuant to the Registrant's 1998 Stock Option and
Incentive Plan, as amended (the "Plan"). The Registrant's earlier Registration
Statement on Form S-8 (No. 333-92705) relating to 6,600,000 of its Ordinary
Shares, L0.01 par value, issuable pursuant to the Plan is incorporated herein by
reference.


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).









<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 29th day of February, 2000.

                                            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
Securities Exchange 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    February 29, 2000
----------------------       Chairman of the Board
   Bruce K. Anderson


/S/ ROBERT A. MINICUCCI      Chief Financial Officer and    February 29, 2000
----------------------       Director
  Robert A. Minicucci


/S/ ADRIAN GARDNER           Director                       February 29, 2000
----------------------
    Adrian Gardner


/S/ STEPHEN HERMER           Director                       February 29, 2000
----------------------
    Stephen Hermer






<PAGE>





/S/ JAMES KAHAN              Director                       February 29, 2000
----------------------
     James Kahan


/S/ PAZ LITTMAN              Director                       February 29, 2000
----------------------
      Paz Littman


/S/ AVINOAM NAOR             Director                       February 29, 2000
----------------------
     Avinoam Naor


 /S/ JOHN T. MCLENNAN        Director                       February 29, 2000
----------------------
     John T. McLennan


                             Director                       February 29, 2000
----------------------
   Lawrence Perlman


/S/ MICHAEL J. PRICE         Director                       February 29, 2000
----------------------
   Michael J. Price


/S/ URS SUTER                Director                       February 29, 2000
----------------------
       Urs Suter


/S/ THOMAS G. O'BRIEN        Amdocs Limited's Authorized    February 29, 2000
----------------------       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).
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 9231}]
{"company-data": {"conformed-name": "AMDOCS LTD", "cik": "0001062579", "assigned-sic": "7371", "irs-number": "000000000", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-31506", "film-number": "559890"}, "business-address": {"street1": "C/O TOWER HILL HOUSE", "street2": "LE BORDAGE GYL 3QT", "city": "ST PETER PORT", "state": "E7", "zip": "00000", "phone": "3148213242"}, "mail-address": {"street1": "TOWER HILL HOUSE LE BORDAGE GY1 3QT", "street2": "ST PETER PORT", "city": "ISLAND OF GUERNSEY", "state": "X0", "zip": "00000"}}
As filed with the Securities and Exchange Commission on March 2, 2000
                                               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,
  British Pound
  0.01 par value    6,700,000      $61.5938    $412,678,460    $114,725

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

(1)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(c) and 457(h) under the Securities Act of 1933, as
     amended, (the "1933 Act") on the basis of the average of the high and low
     sale prices of Amdocs Limited's Ordinary Shares on the New York Stock
     Exchange as of a date (February 25, 2000) within five business days prior
     to filing this Registration Statement.
==========================================================================
EXPLANATORY NOTE

          This Registration Statement relates to the offering of additional
Ordinary Shares issuable pursuant to the Registrant's 1998 Stock Option and
Incentive Plan, as amended (the "Plan"). The Registrant's earlier Registration
Statement on Form S-8 (No. 333-92705) relating to 6,600,000 of its Ordinary
Shares, L0.01 par value, issuable pursuant to the Plan is incorporated herein by
reference.

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).
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 29th day of February, 2000.

                                            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
Securities Exchange 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    February 29, 2000
----------------------       Chairman of the Board
   Bruce K. Anderson

/S/ ROBERT A. MINICUCCI      Chief Financial Officer and    February 29, 2000
----------------------       Director
  Robert A. Minicucci

/S/ ADRIAN GARDNER           Director                       February 29, 2000
----------------------
    Adrian Gardner

/S/ STEPHEN HERMER           Director                       February 29, 2000
----------------------
    Stephen Hermer
/S/ JAMES KAHAN              Director                       February 29, 2000
----------------------
     James Kahan

/S/ PAZ LITTMAN              Director                       February 29, 2000
----------------------
      Paz Littman

/S/ AVINOAM NAOR             Director                       February 29, 2000
----------------------
     Avinoam Naor

 /S/ JOHN T. MCLENNAN        Director                       February 29, 2000
----------------------
     John T. McLennan

                             Director                       February 29, 2000
----------------------
   Lawrence Perlman

/S/ MICHAEL J. PRICE         Director                       February 29, 2000
----------------------
   Michael J. Price

/S/ URS SUTER                Director                       February 29, 2000
----------------------
       Urs Suter

/S/ THOMAS G. O'BRIEN        Amdocs Limited's Authorized    February 29, 2000
----------------------       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).