Exhibit 1

P R E S S   R E L E A S E

Company Contacts		IR Agency Contact
Nachum Falek,	Shirley Nakar,	Erik Knettel,
VP Finance & CFO	Director, Investor Relations	Grayling
AudioCodes	AudioCodes	Tel: +1-646-284-9415
Tel: +972-3-976-4000	Tel: +972-3-976-4000	erik.knettel@us.grayling.com
nachum@audiocodes.com	shirley@audiocodes.com

AudioCodes Reports Second Quarter 2009 Results

Lod, Israel – August 5, 2009 – AudioCodes Ltd. (NasdaqGS: AUDC), a leading provider of Voice over IP (VoIP) technologies and Voice Network products, today announced financial results for the second quarter of 2009, ended June 30, 2009.

Revenues for the second quarter ended June 30, 2009 were $30.4 million compared to $29.3 million for the first quarter of 2009 and $45.7 million for the quarter ended June 30, 2008. Net loss in accordance with U.S. generally accepted accounting principles (GAAP) was $891,000, or ($0.02) per share, for the second quarter of 2009 compared to GAAP net loss of $3.1 million or ($0.07) per share, for the first quarter of 2009 and GAAP net income of $720,000, or $0.02 per share, for the corresponding second quarter of 2008.

Non-GAAP net income was $614,000, or $0.02 per diluted share, for the second quarter of 2009 compared to non-GAAP net loss of $1.6 million, or ($0.04) per share, for the first quarter of 2009, and non-GAAP net income of $3.6 million, or $0.09 per diluted share, for the second quarter of 2008.

Non-GAAP net income excludes (i) stock-based compensation expenses, (ii) amortization expenses related to the Nuera, Netrake and CTI Squared acquisitions and (iii) an adjustment to expenses related to the Company’s Senior Convertible Notes due to implementation of FASB Staff Position APB 14-1. 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 press release.

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During the second quarter of 2009, AudioCodes generated $3.5 million from operating activities compared to $26,000 in the first quarter of 2009 and $4.0 million in the second quarter of 2008.

Cash and cash equivalents, short-term and long-term bank deposits and short-term marketable securities were $114.9 million as of June 30, 2009, compared to $113.5 million as of March 31, 2009 and $147.3 million as of June 30, 2008. The year-over-year decline was primarily attributable to the repurchase of some of the Company’s Senior Convertible Notes in the fourth quarter of 2008 and the repurchase of our ordinary shares, offset, in part, by cash provided by operating activities and additional borrowings. The Company is required to offer to repurchase the remaining $73.5 million in principal amount of the Senior Convertible Notes in November 2009.

“We are pleased to report improved financials and return to non-GAAP profitability in the second quarter 2009 after a single quarter of loss. In the second quarter of 2009, AudioCodes delivered growth in top line revenues and strong operating cash flow. The improved financial performance was backed by signs of stabilization, increased demand in our markets and strength in our networking business. In addition we achieved good control of quarterly non-GAAP operating expenses which were 27.5% lower than the comparable quarter in 2008. With robust VoIP and telecom market demand and our continued success in acquiring more customers and projects, we are confident in our ability to continue our growth in coming years,” stated Shabtai Adlersberg, Chairman of the Board, President and CEO of AudioCodes.

“Overall, we are pleased to see early signs of improved market conditions as well as new key product launches, such as our HD VoIP offering which is resonating well with our customers and partners. Our continued investment in next generation products and technologies throughout this economic cycle, combined with our streamlined operating structure, is expected to allow AudioCodes to exit the current economic downturn in a position of competitive strength,” concluded Mr. Adlersberg.

Conference Call & Web cast Information

AudioCodes will conduct a conference call at 9:00 A.M., Eastern Daylight Time on Thursday, August 6, 2009 to discuss the company’s second quarter operational and financial results. The conference call will be simultaneously Web cast. Investors are invited to listen to the call live via Web cast at the AudioCodes corporate website at www.audiocodes.com

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About AudioCodes

AudioCodes Ltd. (NasdaqGS: AUDC) designs, develops and sells advanced Voice over IP (VoIP) and converged VoIP and Data networking products and applications to Service Providers and Enterprises. AudioCodes is a VoIP technology leader focused on VoIP communications, applications and networking elements, and its products are deployed globally in Broadband, Mobile, Cable, and Enterprise networks. The company provides a range of innovative, cost-effective products including Media Gateways, Multi-Service Business Gateways, Residential Gateways, IP Phones, Media Servers, Session Border Controllers (SBC), Security Gateways and Value Added Applications. AudioCodes underlying technology, VoIPerfectHD, relies primarily on AudioCodes leadership in DSP, voice coding and voice processing technologies. AudioCodes High Definition (HD) VoIP technologies and products provide enhanced intelligibility, and a better end user communication experience in emerging Voice networks. For more information on AudioCodes, visit http://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; the bankruptcy filing in January 2009 of AudioCodes’ largest customer in 2008, 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; the obligation to offer to repurchase the outstanding senior convertible notes in November 2009 and other factors detailed in AudioCodes’ filings with the Securities and Exchange Commission. AudioCodes assumes no obligation to update the information in this release.

©2009 AudioCodes Ltd. All rights reserved. AudioCodes, AC, AudioCoded, Ardito, CTI2, CTI(2), CTI Squared, HD VoIP, InTouch, IPmedia, Mediant, MediaPack, NetCoder, Netrake, Nuera, Open Solutions Network, OSN, Stretto, TrunkPack, VoicePacketizer, VoIPerfect, VoIPerfectHD, What’s Inside Matters, Your Gateway To VoIP and 3GX 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

	June 30, 2009		December 31, 2008
	(Unaudited)		(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	24,914	$	36,779
Short-term bank deposits		74,602		61,870
Short-term marketable securities and accrued interest		15,427		16,481
Trade receivables, net		20,990		29,564
Other receivables and prepaid expenses		4,922		3,373
Deferred tax assets		972		972
Inventories		19,324		20,623
Total current assets		161,151		169,662
LONG-TERM INVESTMENTS:
Investments in companies		1,443		1,245
Deferred tax assets		1,255		1,255
Severance pay funds		10,926		10,297
Total long-term investments		13,624		12,797
PROPERTY AND EQUIPMENT, NET		6,001		6,844
GOODWILL, INTANGIBLE ASSETS, DEFERRED
CHARGES AND OTHER, NET (1)		39,935		41,001
Total assets	$	220,711	$	230,304
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Current maturities of long-term bank loans	$	6,000	$	6,000
Trade payables		10,826		11,661
Other payables and accrued expenses		18,371		24,189
Deferred tax liability (1)		315		735
Senior convertible notes (1)		72,288		70,670
Total current liabilities		107,800		113,255
ACCRUED SEVERANCE PAY		12,388		12,174
LONG-TERM BANK LOANS		18,750		21,750
Total equity (1)		81,773		83,125
Total liabilities and equity	$	220,711	$	230,304

(1) December 31, 2008 amounts adjusted due to implementation of FSP APB 14-1.

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AUDIOCODES LTD. AND ITS SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

In thousands, except per share data

	Six months ended June 30,						Three months ended June 30,
	2009			2008			2009			2008
	(Unaudited)						(Unaudited)
Revenues	$	59,654		$	89,390		$	30,357		$	45,651
Cost of revenues		26,565			39,120			13,657			19,996
Gross profit		33,089			50,270			16,700			25,655
Operating expenses:
Research and development, net		15,452			19,980			7,241			9,744
Selling and marketing		16,340			23,343			7,726			11,783
General and administrative		3,926			4,821			1,873			2,321
Total operating expenses		35,718			48,144			16,840			23,848
Operating income (loss)		(2,629	)		2,126			(140	)		1,807
Financial expenses, net (1)		1,598			1,642			884			943
Income (loss) before taxes on income		(4,227	)		484			(1,024	)		864
Tax benefit, net (1)		(291	)		(415	)		(144	)		(209	)
Equity in losses of affiliated companies		51			633			11			353
Net income (loss)	$	(3,987	)	$	266		$	(891	)	$	720
Basic net earnings (loss) per share	$	(0.09	)	$	0.01		$	(0.02	)	$	0.02
Diluted net earnings (loss) per share	$	(0.09	)	$	0.01		$	(0.02	)	$	0.02
Weighted average number of shares used in
computing basic net earnings per share (in
thousands)		40,182			42,210			40,182			41,410
Weighted average number of shares used in
computing diluted net earnings per share (in
thousands)		40,182			42,694			40,182			41,873

(1) Amounts for three and six months ended June 30, 2008 adjusted due to implementation of FSP APB 14-1.

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AUDIOCODES LTD. AND ITS SUBSIDIARIES

NON-GAAP PROFORMA STATEMENTS OF OPERATIONS

In thousands, except per share data

	Six months ended June 30,						Three months ended June 30,
	2009			2008			2009		2008
	(Unaudited)						(Unaudited)
Revenues	$	59,654		$	89,390		$	30,357	$	45,651
Cost of revenues (1) (2)		25,869			37,823			13,311		19,374
Gross profit		33,785			51,567			17,046		26,277
Operating expenses:
Research and development, net (1)		15,119			18,883			7,081		9,364
Selling and marketing (1) (2)		15,665			21,531			7,399		10,959
General and administrative (1)		3,804			4,423			1,817		2,166
Total operating expenses		34,588			44,837			16,297		22,489
Operating income (loss)		(803	)		6,730			749		3,788
Financial expenses (income), net (3)		11			(895	)		46		(337	)
Income (loss) before taxes on income		(814	)		7,625			703		4,125
Income taxes, net (3)		130			284			78		144
Equity in losses of affiliated companies		51			633			11		353
Non-GAAP net income (loss)	$	(995	)	$	6,708		$	614	$	3,628
Non-GAAP diluted net earnings (loss) per
share	$	(0.02	)	$	0.16		$	0.02	$	0.09
Weighted average number of shares used in
computing non-GAAP diluted net earnings per
share (in thousands)		40,182			42,694			40,206		41,887

(1) Excluding stock-based compensation expenses related to options granted to employees and others.

(2) Excluding amortization of intangible assets related to the acquisitions of Nuera, Netrake and CTI Squared.

(3) Excluding adjustments to interest expense with respect to Senior Convertible Notes, and related income tax expense, due to implementation of FSP APB 14-1.

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

	Six months ended June 30,						Three months ended June 30,
	2009			2008			2009			2008
	(Unaudited)						(Unaudited)
GAAP Net income (loss)	$	(3,987	)	$	266		$	(891	)	$	720
GAAP Diluted earnings (loss) per share	$	(0.09	)	$	0.01		$	(0.02	)	$	0.02
Cost of revenues:
Stock-based compensation (1)		70			228			34			88
Amortization expenses(2)		626			1,069			312			534
		696			1,297			346			622
Research and development, net:
Stock-based compensation (1)		333			1,097			160			380
Selling and marketing:
Stock-based compensation (1)		499			1,290			239			563
Amortization expenses(2)		176			522			88			261
		675			1,812			327			824
General and administrative:
Stock-based compensation (1)		122			398			56			155
Financial expenses:
FSP APB 14-1 adjustment (3)		1,587			2,537			838			1,280
Income Taxes:
FSP APB 14-1 adjustment (3)		(421	)		(699	)		(222	)		(353	)
Non- GAAP net income (loss)	$	(995	)	$	6,708		$	614		$	3,628
Non-GAAP Diluted earnings (loss) per share	$	(0.02	)	$	0.16		$	0.02		$	0.09

(1) Stock-based compensation expenses related to options granted to employees and others.

(2) Amortization of intangible assets related to the acquisitions of Nuera, Netrake and CTI Squared.

(3) Adjustments to interest expense with respect to Senior Convertible Notes, and related income tax expense, due to implementation of FSP APB 14-1.

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

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

U.S. dollars in thousands

	Six months ended June 30,						Three months ended June 30,
	2009			2008			2009			2008
	(Unaudited)						(Unaudited)
Cash flows from operating activities:
Net income (loss) (1)	$	(3,987	)	$	266		$	(891	)	$	720
Adjustments required to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization		2,647			3,855			1,286			1,939
Net loss from sale of marketable securities		-			-			-			-
Amortization of marketable securities premiums
and accretion of discounts, net		84			(16	)		89			(7	)
Equity in losses of affiliated companies		51			633			11			353
Decrease in accrued severance pay, net		(415	)		(119	)		(277	)		(268	)
Stock-based compensation expenses		1,024			3,013			489			1,186
Amortization of senior convertible notes
discount and deferred charges		1,648			2,639			868			1,331
Decrease (increase) in accrued interest on
marketable securities, bank deposits and
structured notes		(449	)		(99	)		(214	)		163
Decrease (increase) in trade receivables, net		8,574			(4,104	)		334			(5,495	)
Decrease (increase) in other receivables and
prepaid expenses		(166	)		(206	)		1,497			442
Decrease (increase) in inventories		1,299			(1,259	)		2,788			915
Increase (decrease) in trade payables		(835	)		3,280			(1,436	)		2,596
Increase (decrease) in other payables and
accrued expenses		(5,590	)		625			(884	)		449
Decrease in deferred tax liabilities (1)		(419	)		(699	)		(220	)		(353	)
Net cash provided by operating activities		3,466			7,809			3,440			3,971
Cash flows from investing activities:
Proceeds from sale and maturity of marketable
securities		1,000			13,000			1,000			2,000
Proceeds from sale of bank deposits		21,705			18,094			10,206			10,029
Investments in companies		(249	)		(1,316	)		(149	)		(731	)
Payment for acquisition of CTI Squared*)		-			(5,000	)		-			-
Purchase of property and equipment		(769	)		(2,167	)		(429	)		(1,251	)
Investment in short-term deposit		(34,018	)		(70,104	)		(18,205	)		(70,075	)
Investment in long-term deposit		-			(255	)		-			(255	)
Net cash provided used in investing activities		(12,331	)		(47,748	)		(7,577	)		(60,283	)

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AUDIOCODES LTD. AND ITS SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Cont.)

U.S. dollars in thousands

	Six months ended June 30,						Three months ended June 30,
	2009			2008			2009			2008
	(Unaudited)						(Unaudited)
Cash flows from financing activities:
Repurchase of shares		-			(11,408	)		-			(7,186	)
Increase in current maturities of long-term bank
loans		-			3,000			-			3,000
Long-term bank loans received		-			12,000			-			12,000
Repayment of loan from bank		(3,000	)					(1,500	)
Proceeds from issuance of shares upon exercise of
options and employee stock purchase plan		-			1,300			-			81
Net cash provided by financing activities		(3,000	)		4,892			(1,500	)		7,895
Decrease in cash and cash equivalents		(11,865	)		(35,047	)		(5,637	)		(48,417	)
Cash and cash equivalents at the beginning of the
period		36,779			75,063			30,551			88,433
Cash and cash equivalents at the end of the period	$	24,914		$	40,016		$	24,914		$	40,016

(1) Amounts for six and three months ended June 30, 2008 adjusted due to implementation of FSP APB 14-1.

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