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 November, 2009

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 office)

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 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 November 3, 2009, AudioCodes Ltd. (the “Registrant”) issued a press release announcing financial results for the third quarter of 2009. 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 November 3, 2009, announcing financial results for the third quarter of 2009.

        The information set forth in the second, fifth, seventh and eighth paragraphs of, and the condensed consolidated balance sheets, condensed consolidated statements of operations and condensed consolidated statement 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; (vi) the Registrant’s Registration Statement on Form S-8, Registration No. 333-144823; and (vii) the Registrant’s Registration Statement on Form S-8, Registration No. 333-160330.

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: November 4, 2009

EXHIBIT INDEX

Exhibit No. Description

1 Press Release, dated November 3, 2009, announcing financial results for the third quarter of 2009.

EX-99

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 Third Quarter 2009 Results

Lod, Israel – November 3, 2009 – AudioCodes Ltd. (NasdaqGS: AUDC), a leading provider of Voice over IP (VoIP) technologies and Voice Network products, today announced financial results for the third quarter of 2009, ended September 30, 2009.

Revenues for the third quarter ended September 30, 2009 were $32.1 million compared to $30.4 million for the second quarter of 2009 and $46.6 million for the quarter ended September 30, 2008. Net income in accordance with U.S. generally accepted accounting principles (GAAP) was $139,000, or $0.01 per share, for the third quarter of 2009 compared to a GAAP net loss of $891,000, or ($0.02) per share, for the second quarter of 2009, and GAAP net income of $2.3 million, or $0.06 per share, for the corresponding third quarter of 2008.

Non-GAAP net income was $1.6 million, or $0.04 per diluted share, for the third quarter of 2009 compared to non-GAAP net income of $614,000, or $0.02 per diluted share, for the second quarter of 2009, and non-GAAP net income of $4.8 million, or $0.11 per diluted share, for the third 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.

Page 1 of 9

During the third quarter of 2009, AudioCodes generated $5.6 million from operating activities compared to $3.5 million in the second quarter of 2009 and $193,000 in the third quarter of 2008.

“We are pleased to report improved third quarter performance highlighted by sequential improvements in top line revenue, bottom line profitability, positive cash flow from operating activities and growing backlog. Our continued success in improving key financial metrics underlines our return to a consistent pattern of growth in our business,” stated Shabtai Adlersberg, Chairman of the Board, President and CEO of AudioCodes. “Throughout the third quarter and into the beginning of the fourth quarter of 2009, we have witnessed a healthy VoIP market and increased partner and customer activities in both the enterprise and service provider markets. Capitalizing on our continued investments throughout the economic downturn, AudioCodes enters the final quarter of 2009, and looks ahead to 2010, with a robust pipeline of new product launches and initiatives,” concluded Mr. Adlersberg.

Cash and cash equivalents, short-term and long-term bank deposits and short-term marketable securities were $116.4 million as of September 30, 2009, compared to $114.9 million as of June 30, 2009 and $158.7 million as of September 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, offset, in part, by cash provided by operating activities.

Pursuant to the terms of the Indenture governing the Company’s Senior Convertible Notes (the “Notes”), the Company is required to offer to repurchase the remaining $73.5 million in principal amount of the Notes in November 2009. As a result, on October 8, 2009, the Company notified holders of the Notes (CUSIP Nos. 050732AB2 and 050732AA4) that they have an option, pursuant to the terms of the Notes, to require the Company to purchase, promptly after November 9, 2009, all or a portion of such holders’ Notes at a cash price equal to 100% of the aggregate principal amount of the Notes, together with any accrued and unpaid interest up to but not including November 9, 2009. The Company maintains funds on hand allocated for the repurchase of any or all of the outstanding Notes, as well as adequate working capital to support the Company’s operations and capital expenditures.

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Conference Call & Web cast Information
AudioCodes will conduct a conference call at 9:00 A.M., Eastern Time on Wednesday, November 4, 2009 to discuss the Company’s third 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

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(TM), 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

	September 30, 2009		December 31, 2008
	(Unaudited)		(Audited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	70,444	$	36,779
Short-term bank deposits		38,731		61,870
Short-term marketable securities and accrued interest		7,232		16,481
Trade receivables, net		22,623		29,564
Other receivables and prepaid expenses		6,107		3,373
Deferred tax assets		972		972
Inventories		16,430		20,623
Total current assets		162,539		169,662
LONG-TERM INVESTMENTS:
Investments in companies		1,515		1,245
Deferred tax assets		1,255		1,255
Severance pay funds		12,002		10,297
Total long-term investments		14,772		12,797
PROPERTY AND EQUIPMENT, NET		5,299		6,844
GOODWILL, INTANGIBLE ASSETS, DEFERRED
CHARGES AND OTHER, NET (1)		39,537		41,001
Total assets	$	222,147	$	230,304
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Current maturities of long-term bank loans	$	6,000	$	6,000
Trade payables		7,581		11,661
Other payables and accrued expenses		22,333		24,189
Deferred tax liability (1)		266		735
Senior convertible notes (1)		73,130		70,670
Total current liabilities		109,310		113,255
ACCRUED SEVERANCE PAY		13,172		12,174
LONG-TERM BANK LOANS		17,250		21,750
Total equity (1)		82,415		83,125
Total liabilities and equity	$	222,147	$	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

	Nine months ended September 30,						Three months ended September 30,
	2009			2008			2009			2008
	(Unaudited)						(Unaudited)
Revenues	$	91,736		$	135,992		$	32,082		$	46,602
Cost of revenues		40,927			59,655			14,362			20,535
Gross profit		50,809			76,337			17,720			26,067
Operating expenses:
Research and development, net		22,697			29,135			7,245			9,155
Selling and marketing		24,089			34,459			7,749			11,116
General and administrative		5,857			7,047			1,931			2,226
Total operating expenses		52,643			70,641			16,925			22,497
Operating income (loss)		(1,834	)		5,696			795			3,570
Financial expenses, net (1)		(2,349	)		(2,689	)		(751	)		(1,047	)
Income (loss) before taxes on income		(4,183	)		3,007			44			2,523
Taxes benefit, net (1)		(403	)		(581	)		(112	)		(166	)
Equity in losses of affiliated companies		68			1,061			17			428
Net income (loss)	$	(3,848	)	$	2,527		$	139		$	2,261
Net loss attributable to the noncontrolling interest		553			-			191			-
Net income (loss) attributable to AudioCodes	$	(3,295	)	$	2,527		$	330		$	2,261
Basic net earnings (loss) per share	$	(0.08	)	$	0.06		$	0.01		$	0.06
Diluted net earnings (loss) per share	$	(0.08	)	$	0.06		$	0.01		$	0.06
Weighted average number of shares used in computing
basic net earnings per share (in thousands)		40,189			41,540			40,204			40,200
Weighted average number of shares used in computing
diluted net earnings per share (in thousands)		40,189			41,967			40,309			40,517

(1) Amounts for three and nine months ended September 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

	Nine months ended September 30,				Three months ended September 30,
	2009		2008		2009		2008
	(Unaudited)				(Unaudited)
Revenues	$	91,736	$	135,992	$	32,082	$	46,602
Cost of revenues (1) (2)		39,897		57,778		14,028		19,955
Gross profit		51,839		78,214		18,054		26,647
Operating expenses:
Research and development, net (1)		22,230		27,825		7,111		8,942
Selling and marketing (1) (2)		23,113		31,945		7,448		10,414
General and administrative (1)		5,696		6,563		1,892		2,140
Total operating expenses		51,039		66,333		16,451		21,496
Operating income		800		11,881		1,603		5,151
Financial income, net (3)		65		1,162		76		267
Income before taxes on income		865		13,043		1,679		5,418
Income taxes, net (3)		236		480		106		196
Equity in losses of affiliated companies		68		1,061		17		428
Non-GAAP net income	$	561	$	11,502	$	1,556	$	4,794
Non-GAAP diluted net earnings per share	$	0.01	$	0.27	$	0.04	$	0.11
Weighted average number of shares used in
computing non-GAAP diluted net earnings per
share (in thousands)		40,248		44,195		40,331		47,198

(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

	Nine months ended September 30,						Three months ended September 30,
	2009			2008			2009			2008
	(Unaudited)						(Unaudited)
GAAP Net income (loss)	$	(3,848	)	$	2,527		$	139		$	2,261
GAAP Diluted earnings (loss) per share	$	(0.08	)	$	0.06		$	0.01		$	0.06
Cost of revenues:
Stock-based compensation (1)		94			278			24			50
Amortization expenses (2)		936			1,599			310			530
		1,030			1,877			334			580
Research and development, net:
Stock-based compensation (1)		467			1,310			134			213
Selling and marketing:
Stock-based compensation (1)		725			1,731			226			441
Amortization expenses (2)		251			783			75			261
		976			2,514			301			702
General and administrative:
Stock-based compensation (1)		161			484			39			86
Financial expenses:
FSP APB 14-1 adjustment (3)		2,414			3,851			827			1,314
Income Taxes:
FSP APB 14-1 adjustment (3)		(639	)		(1,061	)		(218	)		(362	)
Non-GAAP Net income	$	561		$	11,502		$	1,556		$	4,794
Non-GAAP Diluted earnings per share	$	0.01		$	0.27		$	0.04		$	0.11

(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 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

	Nine months ended September 30,						Three months ended September 30,
	2009			2008			2009			2008
	(Unaudited)						(Unaudited)
Cash flows from operating activities:
Net income (loss) (1)	$	(3,848	)	$	5,317		$	139		$	3,213
Adjustments required to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization		3,825			5,676			1,178			1,821
Net loss from sale of marketable securities		-			-			-			-
Amortization of marketable securities premiums
and accretion of discounts, net		152			23			68			39
Equity in losses of affiliated companies		56			1,061			5			428
Decrease (increase) in accrued severance pay, net		(707	)		(57	)		(292	)		62
Stock-based compensation expenses		1,447			3,803			423			790
Amortization of senior convertible notes
discount and deferred charges		2,509			153			861			51
Decrease (increase) in accrued interest on
marketable securities, bank deposits and
structured notes		2,024			(794	)		2,473			(787	)
Decrease (increase) in trade receivables, net		6,938			(10,227	)		(1,636	)		(6,123	)
Decrease (increase) in other receivables and
prepaid expenses		(1,304	)		(1,280	)		(1,138	)		(982	)
Decrease (increase) in inventories		4,193			(1,332	)		2,894			(73	)
Increase (decrease) in trade payables		(4,080	)		1,659			(3,245	)		(1,621	)
Increase (decrease) in other payables and
accrued expenses		(1,628	)		4,000			3,962			3,375
Decrease in deferred tax liabilities (1)		(468	)		-			(49	)		-
Net cash provided by operating activities		9,109			8,002			5,643			193
Cash flows from investing activities:
Proceeds from sale and maturity of marketable
securities		9,000			17,000			8,000			4,000
Proceeds from sale of bank deposits		70,530			34,639			48,825			16,545
Investments in companies		(326	)		(2,370	)		(77	)		(1,054	)
Payment for acquisition of CTI Squared		-			(5,000	)		-			-
Purchase of property and equipment		(863	)		(2,893	)		(94	)		(726	)
Investment in short-term deposit		(49,318	)		(92,109	)		(15,300	)		(22,005	)
Investment in marketable securities		-			(16,795	)		-			(16,795	)
Investment in long-term deposit		-			(255	)		-			-
Net cash provided (used) by (in) investing activities		29,023			(67,783	)		41,354			(20,035	)

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AUDIOCODES LTD. AND ITS SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Cont.)

U.S. dollars in thousands

	Nine months ended September 30,						Three months ended September 30,
	2009			2008			2009			2008
	(Unaudited)						(Unaudited)
Cash flows from financing activities:
Repurchase of shares		-			(13,747	)		-			(2,339	)
Increase in current maturities of long-term bank loans		-			6,000			-			3,000
Long-term bank loans received		-			24,000			-			12,000
Repayment of loan from bank		(4,500	)		(750	)		(1,500	)		(750	)
Proceeds from issuance of shares upon exercise of
options and employee stock purchase plan		33			1,547			33			247
Net cash provided (used) by (in) financing activities		(4,467	)		17,050			(1,467	)		12,158
Increase (decrease) in cash and cash equivalents		33,665			(42,731	)		45,530			(7,684	)
Cash and cash equivalents at the beginning of the period		36,779			75,063			24,914			40,016
Cash and cash equivalents at the end of the period	$	70,444		$	32,332		$	70,444		$	32,332

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

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