WASHINGTON, D.C. 20549

                                    FORM 6-K

                        REPORT OF FOREIGN PRIVATE ISSUER
                      PURSUANT TO RULE 13A-16 OR 15D-16 OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                          For the month of March, 2004

                         Commission File Number 1-14840

                                 AMDOCS LIMITED

                      Suite 5, Tower Hill House Le Bordage
           St. Peter Port, Island of Guernsey, GY1 3QT Channel Islands

                                  Amdocs, Inc.
           1390 Timberlake Manor Parkway, Chesterfield, Missouri 63017

                    (Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F:

                                  FORM 20-F   X     FORM 40-F
                                            -----             -----

Indicate by check mark whether the registrant by furnishing the information
contained in this form is also thereby furnishing the information to the
Commission pursuant to rule 12g3-2(b) under the Securities Exchange Act of 1934:

                                     YES            NO   X
                                         -----         -----

         On March 2, 2004, Amdocs Limited, a company organized under the laws of
the Island of Guernsey ("Amdocs"), announced that it has entered into an
agreement to sell $450 million aggregate principal amount of its 0.50%
Convertible Senior Notes due 2024 (the "Notes") through a previously announced
private placement to qualified institutional buyers pursuant to Rule 144A under
the Securities Act of 1933, as amended. Amdocs granted the initial purchasers of
the Notes an option to purchase up to an additional $67.5 million to cover
over-allotments. Amdocs has also agreed to use approximately $170.1 million of
the proceeds of the offering to repurchase approximately 6.1 million of its
ordinary shares sold short by purchasers of the Notes in negotiated transactions
concurrently with this offering.

         In connection with the closing of the sale and issuance of the Notes on
March 5, 2004, Amdocs entered into an Indenture, dated as of March 5, 2004, by
and between Amdocs and The Bank of New York, as Trustee (the "Indenture"). The
Indenture governs the terms of the Notes. In addition, Amdocs entered into a
Registration Rights Agreement, dated as of March 5, 2004, with the initial
purchasers of the Notes (the "Registration Rights Agreement"), pursuant to which
Amdocs agreed to file a registration statement on Form F-3 with respect to the
Notes and the ordinary shares issuable upon conversion of the Notes.

         The Indenture is attached as Exhibit 99.1 and the Registration Rights
Agreement is attached as Exhibit 99.2.



Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                        AMDOCS LIMITED

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

Date:  March 5, 2004


                                  EXHIBIT INDEX


  99.1              Indenture, dated March 5, 2004.

  99.2              Registration Rights Agreement, dated March 5, 2004.