6-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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, 2007

Commission file number 0-30070

AUDIOCODES LTD.
(Translation of registrant’s name into English)

1 Hayarden Street — Airport City, Lod 70151 — ISRAEL
(Address of principal executive offices)

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

Form 20-F x Form 40-F o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

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 o No x

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): __

        On March 14, 2007, AudioCodes Ltd. (the “Registrant”) issued a press release announcing a revised estimate for the revenues and earnings for the first quarter of 2007. A copy of this press release is annexed hereto as Exhibit 1.

        The following document is attached hereto and incorporated by reference herein:

Exhibit 1. Press Release, dated March 14, 2007, announcing a revised estimate for the revenues and earnings for the first quarter of 2007.

SIGNATURE

        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.

AUDIOCODES LTD.
(Registrant)


By: /s/ NACHUM FALEK
——————————————
Nachum Falek
Vice President of Finance and
Chief Financial Officer

Dated: March 14, 2007

EXHIBIT INDEX

Exhibit No. Description

1 Press Release, dated March 14, 2007, announcing a revised estimate for the revenues and earnings for the first quarter of 2007.

EX-99

Exhibit 1

P R E S S   R E L E A S E

Company Contacts
Nachum Falek,
VP Finance & CFO
AudioCodes
Tel: +972-3-976-4000
Nachum@audiocodes.com
Shirley Nakar,
Director, Investor Relations
AudioCodes
Tel: +972-3-976-4072
shirley.nakar@audiocodes.com
IR Agency Contact
Erik Knettel
The Global Consulting Group
Tel: +1-646-284-9415
Eknettel@hfgcg.com

AUDIOCODES REVISES ESTIMATES FOR THE FIRST QUARTER 2007

Lod, Israel, March 14, 2007 – AudioCodes (NASDAQ:AUDC), a leading provider of Voice over Packet (VoP) technologies and Voice Network products, today announced that revenues and earnings for the first quarter of 2007 are anticipated to be lower than previously estimated.

The Company said that due to a slower than expected intake of orders, it now expects revenues for the first quarter to be approximately $36 to $38 million compared to the Company’s original guidance that revenues for the first quarter would be up to a level of 5% higher than the fourth quarter of 2006. Revenues in the fourth quarter of 2006 were $42.6 million. As a result, the Company also expects that it will not achieve the net income per share previously anticipated.

Mr. Shabtai Adlersberg, Chairman and CEO of AudioCodes, said: “In the face of weaker market conditions, we believe it prudent at this time for us to revise our previous guidance. We intend to revise our outlook for 2007 at the time of our First Quarter 2007 financial results conference call.”

“We hope this is a minor set back and remain confident in our strengths and in the long term growth prospects of AudioCodes,” added Mr. Adlersberg.

About AudioCodes

AudioCodes Ltd. (NASDAQ: AUDC), Your Gateway to VoIP, provides innovative, reliable and cost-effective Voice over Packet (VOP) technology, Voice Network products, and applications to OEMs, Network Equipment Providers, Service Providers and System Integrators worldwide. AudioCodes provides a diverse range of flexible, comprehensive media gateway and media processing technologies (based on VoIPerfect™  – AudioCodes’ underlying, best-of-breed, core media gateway architecture) and Session Border Controllers (SBCs). The company is a market leader in product development, focused on VoIP Media Gateway, Media Server and SBC technologies and network products. AudioCodes has deployed tens of millions of media gateway and media server channels globally over the past few years and is a key originator of the ITU G.723.1 standard for the emerging Voice over IP market. The Company is a VoIP technology leader focused on quality, having recently received a number one ranking from ETSI for outstanding voice quality in its media gateways and media servers. AudioCodes voice network products feature media gateway and media server platforms for packet-based applications in the converged, wireline, wireless, broadband access, enhanced voice services and video markets. AudioCodes enabling technology products include VoIP and CTI communication blades, VoIP media gateway processors and modules, and CPE devices. AudioCodes’ headquarters and R&D facilities are located in Israel with an R&D extension in the U.S. Other AudioCodes’ offices are located in Europe, the Far East, and Latin America. For further information on AudioCodes, visit www.audiocodes.com

Page 1 of 2

Statements concerning AudioCodes’ business outlook or future economic performance; product introductions and plans and objectives related thereto; and statements concerning assumptions made or expectations as to any future events, conditions, performance or other matters, are “forward-looking statements” as that term is defined under U.S. Federal securities laws. Forward-looking statements are subject to various risks, uncertainties and other factors that could cause actual results to differ materially from those stated in such statements. These risks, uncertainties and factors include, but are not limited to: the effect of global economic conditions in general and conditions in AudioCodes’ industry and target markets in particular; shifts in supply and demand; market acceptance of new products and continuing products’ demand; the impact of competitive products and pricing on AudioCodes’ and its customers’ products and markets; timely product and technology development/upgrades and the ability to manage changes in market conditions as needed; possible disruptions from acquisitions; the integration of acquired companies’ products and operations into AudioCodes’ business; and other factors detailed in AudioCodes’ filings with the Securities and Exchange Commission. AudioCodes assumes no obligation to update the information in this release.

AudioCodes, AC, Ardito, AudioCoded, NetCoder, TrunkPack, VoicePacketizer, MediaPack, Stretto, Mediant, VoIPerfect and IPmedia, OSN, Open Solutions Network, What’s Inside Matters, Your Gateway To VoIP, 3GX and Nuera and Netrake are trademarks or registered trademarks of AudioCodes Limited.  All other products or trademarks are property of their respective owners.

Page 2 of 2