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 February, 2008

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 February 4, 2008, AudioCodes Ltd. (the “Registrant”) issued a press release announcing financial results for the fourth quarter of 2007 and the year ended December 31, 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 February 4, 2008, announcing financial results for the fourth quarter of 2007 and the year ended December 31, 2007.

        The information set forth in the second, third, fifth and sixth paragraphs of, and the condensed consolidated balance sheets, condensed consolidated statements of operations and condensed consolidated statements of cash flows contained in, the press release attached as Exhibit 1 to this Report on Form 6-K are hereby incorporated by reference into (i) the Registrant’s Registration Statement on Form S-8, Registration No. 333-11894; (ii) the Registrant’s Registration Statement on Form S-8, Registration No. 333-13268; (iii) the Registrant’s Registration Statement on Form S-8, Registration No. 333-13378; (iv) the Registrant’s Registration Statement on Form S-8, Registration No. 333-105473; (v) the Registrant’s Registration Statement on Form S-8, Registration No. 333-144825; and (vi) the Registrant’s Registration Statement on Form S-8, Registration No. 333-144823.

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: February 4, 2008

EXHIBIT INDEX

Exhibit No. Description

1 Press Release, dated February 4, 2008, announcing financial results for the fourth quarter of 2007 and the year ended December 31, 2007.

EX-99

Exhibit 1

PRESS RELEASE

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

AudioCodes Reports Fourth Quarter and Year End 2007 Results

Quarterly Revenues Rise 6.0% Sequentially to $42.8 million

Lod, Israel – February 4, 2008 – AudioCodes (NasdaqGS: AUDC), a leading provider of Voice over Packet (VoP) technologies and Voice Network products, today announced financial results for the fourth quarter and fiscal year ended December 31, 2007.

Revenues for the fourth quarter ended December 31, 2007 were a record $42.8 million compared to $40.4 million for the quarter ended September 30, 2007 and $42.6 million for the quarter ended December 31, 2006. Fourth quarter revenues grew 6.0% sequentially and increased 0.5% compared to the fourth quarter of 2006. GAAP net income was $1.3 million, or $0.03 per diluted share, for the fourth quarter of 2007 compared to $225,000, or $0.01 per diluted share, for the third quarter of 2007 and $671,000, or $0.02 per diluted share, for the corresponding period last year.

Revenues for the year ended December 31, 2007 were a record $158.2 million compared to $147.4 million in 2006, a year-over-year increase of $10.9 million, or 7.4%. The Company reported a net loss of $1.8 million, or $0.04 per diluted share, for 2007 compared to net income of $6.9 million, or $0.16 per diluted share, for 2006.

Non-GAAP net income was $3.7 million, or $0.08 per diluted share, in the fourth quarter of 2007 compared to non-GAAP net income of $2.8 million, or $0.06 per diluted share, in the third quarter of 2007 and $3.6 million, or $0.08 per diluted share, in the fourth quarter of 2006. Non-GAAP net income in 2007 was $8.3 million, or $0.19 per diluted share, compared to non-GAAP net income of $16.6 million, or $0.37 per diluted share for 2006. Non-GAAP net income excludes (i) stock-based compensation expenses and (ii) amortization expenses related to the Nuera, Netrake and CTI Squared acquisitions. A reconciliation between net income on a GAAP basis and non-GAAP net income is provided in the tables that accompany the condensed consolidated financial statements contained in this release.

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Cash flow from operating activities was $9.0 million in the fourth quarter of 2007, and totaled $12.4 million in 2007, compared to $6.6 million in 2006.

Cash and cash equivalents, short-term and long-term marketable securities, short-term and long-term bank deposits and structured notes were $143.0 million as of December 31, 2007 compared to $134.2 million as of September 30, 2007, and $133.6 million as of December 31, 2006. The year-over-year net increase was primarily attributable to positive cash flow from operations and financing activities.

“AudioCodes is pleased to report record quarterly and annual revenues and a third consecutive quarter of sequential top line growth driven primarily by the strength of our networking business,” stated Shabtai Adlersberg, Chairman of the Board, President and CEO of AudioCodes. “With our networking business growing over 30% year over year for the third straight year, and surpassing $100 million in 2007, we remain confident in the continued expansion of our networking business in coming years. Leading the growth were sales of CPE devices and mid-density Media Gateways, both of which grew above 40% in 2007. In addition to growing revenues, we were successful in maintaining better control over operational expenses which allowed us to finish 2007 with efficiency gains that returned non-GAAP operating income margins back to 8% in the fourth quarter and contributed to $9.0 million of cash flow from operations in the last three months of 2007. Based on new customers and OEM design wins in 2007, the continued evolution of VoIP into the telecom mainstream, consolidation in our industry, increased investments in our sales and customer support worldwide and further investments in our technology and products, we believe we are well positioned for continued growth in 2008,” concluded Mr. Adlersberg.

Conference Call & Webcast Information
AudioCodes will conduct a conference call on Tuesday, February 5, 2008 to discuss the fourth quarter and year end 2007 financial results, which will be simultaneously Webcast at 9:00 A.M. Eastern Time. Investors are invited to listen to the call live via Webcast at the AudioCodes corporate Website at www.audiocodes.com.

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About AudioCodes
AudioCodes Ltd. (NasdaqGS: AUDC), provides innovative, reliable and cost-effective Voice over IP (VoIP) technology, Voice Network Products, and Value Added Applications to Service Providers, Enterprises, OEMs, Network Equipment Providers and System Integrators worldwide. AudioCodes provides a diverse range of flexible, comprehensive media gateway, and media processing enabling technologies based on VoIPerfect – AudioCodes’ underlying, best-of-breed, core media architecture. The company is a market leader in VoIP equipment, focused on VoIP Media Gateway, Media Server, Session Border Controllers (SBC), Security Gateways and Value Added Application network products. AudioCodes has deployed tens of millions of media gateway and media server channels globally over the past ten years and is a key player in the emerging best-of-breed, IMS based, VoIP market. The Company is a VoIP technology leader focused on quality and interoperability, with a proven track record in product and network interoperability with industry leaders in the Service Provider and Enterprise space. AudioCodes Voice Network Products feature media gateway and media server platforms for packet-based applications in the converged, wireline, wireless, broadband access, cable, enhanced voice services, video, and Enterprise IP Telephony markets. AudioCodes’ headquarters are located in Israel, with R&D in the U.S. Other AudioCodes’ offices are located in Europe, India, the Far East, and Latin America. For more information on AudioCodes, visit www.audiocodes.com.

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.

(c) 2007 AudioCodes Ltd. All rights reserved, 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, Netrake, InTouch, CTI(2) and CTI Squared are trademarks or registered trademarks of AudioCodes Limited. All other products or trademarks are property of their respective owners.

Summary financial data follows

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AUDIOCODES LTD. AND ITS SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS

U.S. dollars in thousands

	December 31, 2007		December 31, 2006
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	75,063	$	25,171
Short-term bank deposits and structured notes		18,065		28,658
Short-term marketable securities and accrued interest		17,244		29,422
Trade receivables, net		25,604		30,501
Other receivables and prepaid expenses		6,592		3,309
Inventories		18,736		16,093
Total current assets		161,304		133,154
LONG-TERM INVESTMENTS:
Long-term bank deposits and structured notes		32,670		30,435
Long-term marketable securities		-		19,942
Investments in companies		1,343		3,999
Deferred tax assets		2,058		3,742
Severance pay funds		9,799		7,231
Total long-term investments		45,870		65,349
PROPERTY AND EQUIPMENT, NET		7,094		7,847
INTANGIBLE ASSETS, DEFERRED CHARGES AND OTHER, NET		19,007		21,853
GOODWILL		119,855		108,853
Total assets	$	353,130	$	337,056
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Trade payables	$	8,849	$	7,522
Other payables and accrued expenses		28,780		28,139
Total current liabilities		37,629		35,661
DEFERRED TAX LIABILITIES		6,606		7,780
ACCRUED SEVERANCE PAY		11,168		7,915
SENIOR CONVERTIBLE NOTES		121,198		121,015
Total shareholders' equity		176,529		164,685
Total liabilities and shareholders' equity	$	353,130	$	337,056

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AUDIOCODES LTD. AND ITS SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

U.S. dollars in thousands, except share and per share data

	Year ended December 31,					Three months ended December 31,
	2007			2006		2007			2006
						(Unaudited)
Revenues	$	158,235		$	147,353	$	42,840		$	42,613
Cost of revenues		69,185			61,242		18,673			18,124
Gross profit		89,050			86,111		24,167			24,489
Operating expenses:
Research and development, net		40,706			35,416		10,086			10,701
Selling and marketing		42,900			37,664		10,818			11,218
General and administrative		9,637			8,766		2,437			2,530
Total operating expenses		93,243			81,846		23,341			24,449
Operating income (loss)		(4,193	)		4,265		826			40
Financial income, net		2,670			3,817		784			754
Equity in losses of affiliated companies		1,097			916		346			244
Income (loss) before taxes on income		(2,620	)		7,166		1,264			550
Taxes (tax benefit) on income (loss), net		(772	)		289		(75	)		(121	)
Net income (loss)	$	(1,848	)	$	6,877	$	1,339		$	671
Basic net earnings (loss) per share	$	(0.04	)	$	0.16	$	0.03		$	0.02
Diluted net earnings (loss) per share	$	(0.04	)	$	0.16	$	0.03		$	0.02
Weighted average number of shares used in computing basic
net earnings (loss) per share (in thousands)		42,699			41,717		43,080			42,079
Weighted average number of shares used in computing
diluted net earnings (loss) per share (in thousands)		42,699			43,689		43,938			42,846

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AUDIOCODES LTD. AND ITS SUBSIDIARIES
NON-GAAP PROFORMA STATEMENTS OF OPERATIONS

U.S. dollars in thousands, except share and per share data

	Year ended December 31,				Three months ended December 31,
	2007		2006		2007		2006
	(Unaudited)				(Unaudited)
Revenues	$	158,235	$	147,353	$	42,840	$	42,613
Cost of revenues *) **)		66,079		59,381		17,960		17,277
Gross profit		92,156		87,972		24,880		25,336
Operating expenses:
Research and development, net *)		37,695		32,363		9,456		9,873
Selling and marketing *) **)		38,380		33,514		9,779		9,827
General and administrative *)		8,770		7,360		2,209		2,215
Total operating expenses		84,845		73,237		21,444		21,915
Operating income		7,311		14,735		3,436		3,421
Financial income, net		2,670		3,817		784		754
Equity in losses of affiliated companies		1,097		916		346		244
Income before taxes on income		8,884		17,636		3,874		3,931
Taxes on income, net		561		994		224		293
Non-GAAP net income	$	8,323	$	16,642	$	3,650	$	3,638
Non-GAAP diluted net earnings per share	$	0.19	$	0.37	$	0.08	$	0.08
Weighted average number of shares used in computing
non-GAAP diluted net earnings per share (in thousands)		43,740		50,605		43,955		50,466

*) Excluding stock-based compensation expenses related to options granted to employees and others as a result of the adoption of SFAR 123R as of January 1, 2006

**) Excluding amortization of intangible assets related to the acquisitions of Nuera and Netrake during the third quarter of 2006 and to the acquisition of CTI Squared during the second quarter of 2007.

Note: Non-GAAP measures should be considered in addition to, and not as a substitute for, the results prepared in accordance with GAAP. The Company believes that non-GAAP information is useful because it can enhance the understanding of its ongoing economic performance and therefore uses internally this non-GAAP information to evaluate and manage its operations. The Company has chosen to provide this information to investors to enable them to perform comparisons of operating results in a manner similar to how the Company analyzes its operating results and because many comparable companies report this type of information as well.

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AUDIOCODES LTD. AND ITS SUBSIDIARIES
RECONCILIATION BETWEEN GAAP NET INCOME AND NON-GAAP NET INCOME

In thousands, except per share data

	Year ended December 31,						Three months ended December 31,
	2007			2006			2007			2006
	(Unaudited)						(Unaudited)
GAAP Net income (loss)	$	(1,848	)	$	6,877		$	1,339		$	671
GAAP Diluted net earnings (loss) per share	$	(0.04	)	$	0.16		$	0.03		$	0.02
Cost of revenues:
Stock-based compensation (*)		613			620			131			200
Amortization expenses (**)		2,493			1,241			582			647
		3,106			1,861			713			847
Research and development, net:
Stock-based compensation (*)		3,011			3,053			630			828
Selling and marketing:
Stock-based compensation (*)		3,476			3,628			778			1,124
Amortization expenses (**)		1,044			522			261			267
		4,520			4,150			1,039			1,391
General and administrative:
Stock-based compensation (*)		867			1,406			228			315
Income tax effect (**)		(1,333	)		(705	)		(299	)		(414	)
Non- GAAP Net income	$	8,323		$	16,642		$	3,650		$	3,638
Non-GAAP Diluted net earnings per share	$	0.19		$	0.37		$	0.08		$	0.08

*) Stock-based compensation expenses related to options granted to employees and others as a result of the adoption of SFAR 123R as of January 1, 2006.

**) Amortization of intangible assets related to the acquisitions of Nuera and Netrake during the third quarter of 2006 and to the acquisition of CTI Squared during the second quarter of 2007.

Note: Non-GAAP measures should be considered in addition to, and not as a substitute for, the results prepared in accordance with GAAP. The Company believes that non-GAAP information is useful because it can enhance the understanding of its ongoing economic performance and therefore uses internally this non-GAAP information to evaluate and manage its operations. The Company has chosen to provide this information to investors to enable them to perform comparisons of operating results in a manner similar to how the Company analyzes its operating results and because many comparable companies report this type of information

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AUDIOCODES LTD. AND ITS SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

U.S. dollars in thousands

	Year ended December 31,						Three months ended Decmber 31,
	2007			2006			2007			2006
							(Unaudited)
Cash flows from operating activities:
Net income (loss)	$	(1,848	)	$	6,877		$	1,339		$	671
Adjustments required to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization		7,789			5,543			1,867			1,916
Net loss from sale of marketable securities		-			15			-			-
Amortization of marketable securities premiums
and accretion of discounts, net		39			225			(11	)		52
Equity in losses of affiliated companies		1,097			916			346			244
Increase (decrease) in accrued severance pay, net		356			203			152			(30	)
Stock-based compensation expenses		7,967			8,707			1,767			2,467
Amortization of senior convertible notes discount
and deferred charges		203			199			52			50
Increase in accrued interest on marketable
securities, bank deposits and structured notes		(519	)		(130	)		(92	)		(476	)
Decrease (increase) in deferred tax assets		1,684			(298	)		2,020			(255	)
Decrease (increase) in trade receivables, net		5,014			(9,751	)		3,987			(4,440	)
Decrease (increase) in other receivables and
prepaid expenses		(1,504	)		1,457			(867	)		1,796
Increase in inventories		(2,643	)		(1,954	)		(970	)		(265	)
Increase (decrease) in trade payables		1,263			(2,671	)		2,085			(1,591	)
Increase (decrease) in other payables and accrued
expenses		(5,181	)		(2,005	)		(2,413	)		732
Decrease in deferred tax liabilities		(1,331	)		(703	)		(298	)		(414	)
Net cash provided by operating activities		12,386			6,630			8,964			457
Cash flows from investing activities:
Investment in short-term bank deposits		(18,065	)		-			(18,065	)		-
Investment in long-term bank deposits		(11,000	)		(20,000	)		-			-
Proceeds from sale and maturity of marketable
securities		31,600			9,979			9,000			5,000
Proceeds from bank deposits		28,700			51,300			-			-
Investments in companies		(1,003	)		(3,453	)		-			(1,802	)
Payment for acquisition of Nuera*)		-			(82,520	)		-			-
Payment for acquisition of Netrake*)		-			(13,836	)		-			-
Payment for acquisition of CTI Squared*)		(4,897	)		-			-			-
Purchase of property and equipment		(2,629	)		(3,067	)		(574	)		(1,352	)
Proceeds from sale of property and equipment		-			-			-			-
Proceed from structured notes called by the bank		10,000			-			10,000			-
Net cash provided by (used in) investing activities		32,706			(61,597	)		361			1,846

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AUDIOCODES LTD. AND ITS SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Cont.)

U.S. dollars in thousands

	Year ended December 31,					Three months ended December 31,
	2007		2006			2007		2006
						(Unaudited)
Cash flows from financing activities:
Proceeds from issuance of shares upon exercise of
options and employee stock purchase plan		4,800		9,181			158		216
Net cash provided by financing activities		4,800		9,181			158		216
Increase (decrease) in cash and cash equivalents		49,892		(45,786	)		9,483		2,519
Cash and cash equivalents at the beginning of the
period		25,171		70,957			65,580		22,652
Cash and cash equivalents at the end of the period	$	75,063	$	25,171		$	75,063	$	25,171

*) Excluding cash and cash equivalents

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