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, 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 þ 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): o

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): o

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 þ

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

         On November 3, 2008, AudioCodes Ltd. (the “Registrant”) issued a press release announcing its financial results for the third quarter of 2008 and a press release announcing its High Definition Voice over IP strategy. A copy of the press release announcing the Registrant’s financial results for the third quarter of 2008 and the press release announcing the Registrant’s High Definition Voice over IP strategy are annexed hereto as Exhibit 1 and Exhibit 2, respectively.

         The following documents are attached hereto and incorporated by reference herein:

Exhibit 1.	Press Release, dated November 3, 2008, announcing the Registrant’s financial results for the third quarter of 2008.
Exhibit 2.	Press Release, dated November 3, 2008, announcing the Registrant’s High Definition Voice over IP strategy.

         The information set forth in (A) the second, seventh, eighth and ninth 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 and (B) the first paragraph contained in the press release attached as Exhibit 2 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: November 4, 2008

EXHIBIT INDEX

Exhibit No.	Description
1	Press Release, dated November 3, 2008, announcing the Registrant’s financial results for the third quarter of 2008.
2	Press Release, dated November 3, 2008, announcing the Registrant’s High Definition Voice over IP strategy.

EX-1

Exhibit 1

P R E S S  R E L E A S E

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

AudioCodes Reports Third Quarter 2008 Results

Revenues Rise 15.3% Year-Over-Year, to Record $46.6 Million

GAAP Net Income Increases to $3.2 Million, or $0.08 Per Diluted Share

Non-GAAP Net Income Increases 72.3% Year-Over-Year to $4.8 Million, or $0.11 Per Diluted Share

Lod, Israel – November 3, 2008 – AudioCodes (NasdaqGS: AUDC), a leading provider of Voice over Packet (VoP) technologies and Voice Network products, today announced financial results for the third quarter ended September 30, 2008.

Revenues for the third quarter were a record $46.6 million compared to $45.7 million for the second quarter ended June 30, 2008 and $40.4 million for the quarter ended September 30, 2007. Third quarter revenues grew 2.1% sequentially and increased 15.3% compared to the third quarter of 2007. Net income in accordance with U.S. generally accepted accounting principles (GAAP) was $3.2 million, or $0.08 per diluted share, for the third quarter of 2008 compared to net income of $1.6 million, or $0.04 per diluted share, for the second quarter of 2008 and a net loss of $72,000, or ($0.00) per diluted share, for the corresponding period last year.

Non-GAAP net income was $4.8 million, or $0.11 per diluted share, for the third quarter of 2008 compared to $3.6 million, or $0.09 per diluted share, for the second quarter of 2008 and $2.8 million, or $0.06 per diluted share, for the third quarter of 2007. 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 press release.

Third Quarter 2008 Financial Results Page 1 of 10

“AudioCodes delivered excellent financial results for the third quarter of 2008, including record quarterly revenues, significant growth in operating margin to above 10% and bottom line profitability,” stated Shabtai Adlersberg, Chairman of the Board, President and CEO of AudioCodes. “These results reflect solid and continuing momentum in our business for the sixth quarter in a row, despite the challenging global economic environment. The ongoing growth in our networking business of more than 20% year-over-year underscores our competitive position in the VoIP industry and is expected to allow us to do well in these challenging times and emerge a stronger leader when the economy recovers.”

Mr. Adlersberg added, “Today we announced one of the most important milestones in our Company’s history, AudioCodes’ initiative for High Definition (HD) VoIP. With the growing adoption of broadband IP networks worldwide and the resulting larger bandwidth available for end-users, wideband speech codecs, which are at the heart of HD VoIP, deliver double the voice spectrum and unprecedented clarity and intelligibility while providing a better user experience. AudioCodes’ products are already well known for providing best in class voice quality, and with HD VoIP, we are making another big step in excelling in voice quality. This opportunity is expected to translate into a substantial market and revenue opportunity for us on top of our current success in the VoIP communications market.”

“Our continued focus on investing in new products and sales operations, our ability to improve our operational efficiency, and our proven success in executing our objectives and plans, provides a solid foundation for AudioCodes’ future performance,” concluded Mr. Adlersberg.

AudioCodes repurchased 626,417 of its ordinary shares during the third quarter of 2008 at an aggregate cost of $2.3 million. In the first nine months of 2008, AudioCodes repurchased a total of approximately 3.5 million ordinary shares at a total cost of $13.7 million. Under the current stock repurchase program, the Company is authorized to purchase up to 4,000,000 of its ordinary shares, or the equivalent of approximately 10% of the Company’s outstanding ordinary shares prior to the commencement of the repurchase program.

Cash and cash equivalents, short-term and long-term marketable securities, short-term and long-term bank deposits were $158.7 million as of September 30, 2008, compared to $147.3 million as of June 30, 2008 and $134.2 million as of September 30, 2007. During the third quarter, AudioCodes borrowed $15.0 million from a bank.

Subsequent to September 30, 2008, the Company repurchased approximately $51.5 million in principal amount of its 2% Senior Convertible Notes Due 2024 for a total cost, including accrued interest, of $50.2 million. The Company issued $125.0 million in principal amount of these notes in November 2004.

Third Quarter 2008 Financial Results Page 2 of 10

Conference Call & Web cast Information

AudioCodes will conduct a conference call at 9:00 A.M., Eastern Daylight Time on Tuesday, November 4, 2008 to discuss the third quarter 2008 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) 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 and R&D are located in Israel with an additional R&D facility in the U.S. Other AudioCodes’ offices are located in Europe, India, the Far East, and Latin America. 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; 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 and other factors detailed in AudioCodes’ filings with the Securities and Exchange Commission. AudioCodes assumes no obligation to update the information in this release.

Third Quarter 2008 Financial Results Page 3 of 10

©2008 AudioCodes Ltd. All rights reserved. AudioCodes, AC, AudioCoded, Ardito, CTI2, CTI², CTI Squared, 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

Third Quarter 2008 Financial Results Page 4 of 10

AUDIOCODES LTD. AND ITS SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

U.S. dollars in thousands

	September 30, 2008		December 31, 2007
	(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	32,332	$	75,063
Short-term bank deposits		109,743	*)	18,157
Short-term marketable securities and accrued interest		9,515		17,244
Trade receivables, net		35,831		25,604
Other receivables and prepaid expenses		6,982	*)	6,500
Inventories		20,068		18,736
Total current assets		214,471		161,304
LONG-TERM INVESTMENTS:
Long-term bank deposits		—		32,670
Long-term marketable securities		7,107		—
Investments in companies		2,652		1,343
Deferred tax assets		2,058		2,058
Severance pay funds		11,766		9,799
Total long-term investments		23,583		45,870
PROPERTY AND EQUIPMENT, NET		7,210		7,094
INTANGIBLE ASSETS, DEFERRED CHARGES AND OTHER, NET		16,092		19,007
GOODWILL		111,212		111,212
Total assets	$	372,568	$	344,487
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Current maturities of long-term bank loans	$	6,000	$	—
Trade payables		10,508		8,849
Other payables and accrued expenses		27,780		28,780
Senior convertible notes		48,759		—
Total current liabilities		93,047		37,629
ACCRUED SEVERANCE PAY		13,078		11,168
LONG-TERM BANK LOANS		23,250		—
SENIOR CONVERTIBLE NOTES		72,579		121,198
Total shareholders’ equity		170,614		174,492
Total liabilities and shareholders’ equity	$	372,568	$	344,487

*) reclassified

Third Quarter 2008 Financial Results Page 5 of 10

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,
	2008		2007			2008		2007
	(Unaudited)					(Unaudited)
Revenues	$	135,992	$	115,395		$	46,602	$	40,408
Cost of revenues		59,655		50,512			20,535		17,631
Gross profit		76,337		64,883			26,067		22,777
Operating expenses:
Research and development, net		29,135		30,620			9,155		10,239
Selling and marketing		34,459		32,082			11,116		10,332
General and administrative		7,047		7,200			2,226		2,474
Total operating expenses		70,641		69,902			22,497		23,045
Operating income (loss)		5,696		(5,019	)		3,570		(268	)
Financial income, net		1,162		1,886			267		616
Income (loss) before taxes on income		6,858		(3,133	)		3,837		348
Taxes on income		480		1,043			196		202
Equity in losses of affiliated companies		1,061		751			428		218
Net income (loss)	$	5,317	$	(4,927	)	$	3,213	$	(72	)
Basic net earnings (loss) per share	$	0.13	$	(0.12	)	$	0.08	$	(0.00	)
Diluted net earnings (loss) per share	$	0.13	$	(0.12	)	$	0.08	$	(0.00	)
Weighted average number of shares used in computing basic net earnings per share		41,540		42,572			40,200		42,885
Weighted average number of shares used in computing diluted net earnings per share		41,967		42,572			40,517		42,885

Third Quarter 2008 Financial Results Page 6 of 10

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,
	2008		2007		2008		2007
	(Unaudited)				(Unaudited)
Revenues	$	135,992	$	115,395	$	46,602	$	40,408
Cost of revenues *) **)		57,778		48,119		19,955		16,948
Gross profit		78,214		67,276		26,647		23,460
Operating expenses:
Research and development, net *)		27,825		28,239		8,942		9,444
Selling and marketing *) **)		31,945		28,601		10,414		9,238
General and administrative *)		6,563		6,561		2,140		2,191
Total operating expenses		66,333		63,401		21,496		20,873
Operating income		11,881		3,875		5,151		2,587
Financial income, net		1,162		1,886		267		616
Income before taxes on income		13,043		5,761		5,418		3,203
Taxes on income **)		480		337		196		202
Equity in losses of affiliated companies		1,061		751		428		218
Non-GAAP net income	$	11,502	$	4,673	$	4,794	$	2,783
Non-GAAP diluted net earnings per share	$	0.27	$	0.11	$	0.11	$	0.06
Weighted average number of shares used in computing non-GAAP diluted net earnings per share		44,195		43,668		47,198		43,677

*) 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.

Third Quarter 2008 Financial Results Page 7 of 10

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,
	2008		2007			2008		2007
	(Unaudited)					(Unaudited)
GAAP Net income (loss)	$	5,317	$	(4,927	)	$	3,213	$	(72	)
GAAP Diluted earnings (loss) per share	$	0.13	$	(0.12	)	$	0.08	$	(0.00	)
Cost of revenues:
Stock-based compensation (*)		278		482			50		151
Amortization expenses(**)		1,599		1,911			530		532
		1,877		2,393			580		683
Research and development, net:
Stock-based compensation (*)		1,310		2,381			213		795
Selling and marketing:
Stock-based compensation (*)		1,731		2,698			441		833
Amortization expenses(**)		783		783			261		261
		2,514		3,481			702		1,094
General and administrative:
Stock-based compensation (*)		484		639			86		283
Income tax effect(**)		—		706			—		—
Non-GAAP Net income	$	11,502	$	4,673		$	4,794	$	2,783
Non-GAAP Diluted earnings per share	$	0.27	$	0.11		$	0.11	$	0.06

*) 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.

Third Quarter 2008 Financial Results Page 8 of 10

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,
	2008			2007			2008			2007
	(Unaudited)						(Unaudited)
Cash flows from operating activities:
Net income (loss)	$	5,317		$	(4,927	)	$	3,213		$	(72	)
Adjustments required to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		5,676			5,922			1,821			1,873
Net loss from sale of marketable securities		—			—			—			—
Amortization of marketable securities premiums and accretion of discounts, net		23			50			39			(3	)
Equity in losses of affiliated companies		1,061			751			428			218
Increase (decrease) in accrued severance pay, net		(57	)		204			62			(23	)
Stock-based compensation expenses		3,803			6,200			790			2,062
Amortization of senior convertible notes discount and deferred charges		153			151			51			51
Increase in accrued interest on marketable securities, bank deposits and structured notes		(794	)		(535	)		(787	)		(216	)
Decrease (Increase) in deferred tax assets		—			(336	)		—			11
Decrease (increase) in trade receivables, net		(10,227	)		1,027			(6,123	)		(4,099	)
Decrease (increase) in other receivables and prepaid expenses		(1,280	)		(526	)		(982	)		107
Decrease (increase) in inventories		(1,332	)		(1,673	)		(73	)		2,056
Increase (decrease) in trade payables		1,659			(822	)		(1,621	)		(1,254	)
Increase (decrease) in other payables and accrued expenses		4,000			(2,768	)		3,375			2,045
Increase in deferred tax liabilities		—			706			—			—
Other		—			1			—			(4	)
Net cash provided by operating activities		8,002			3,425			193			2,752
Cash flows from investing activities:
Proceeds from sale and maturity of marketable securities		17,000			22,600			4,000			6,000
Proceeds from sale of bank deposits		34,639			28,700			16,545			3,700
Investments in companies		(2,370	)		(1,006	)		(1,054	)		(468	)
Payment for acquisition of CTI Squared*)		(5,000	)		(4,897	)		—			—
Purchase of property and equipment		(2,893	)		(2,055	)		(726	)		(703	)
Investment in short-term deposit		(92,109	)		—			(22,005	)		—
Investment in marketable securities		(16,795	)		—			(16,795	)		—
Investment in long-term deposit		(255	)		(11,000	)		—			—
Net cash provided by (used in) investing activities		(67,783	)		32,342			(20,035	)		8,529

Third Quarter 2008 Financial Results Page 9 of 10

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,
	2008			2007		2008			2007
	(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		(750	)		—		(750	)		—
Proceeds from issuance of shares upon exercise of options and employee stock purchase plan		1,547			4,642		247			1,912
Net cash provided by financing activities		17,050			4,642		12,158			1,912
Increase (decrease) in cash and cash equivalents		(42,731	)		40,409		(7,684	)		13,193
Cash and cash equivalents at the beginning of the period		75,063			25,171		40,016			52,387
Cash and cash equivalents at the end of the period	$	32,332		$	65,580	$	32,332		$	65,580

*) Excluding cash and cash equivalents

Third Quarter 2008 Financial Results Page 10 of 10

EX-2

	Exhibit 2

P R E S S  R E L E A S E

Contacts
Shirley Nakar  AudioCodes  Tel: +972-3-976-4000  Shirley@audiocodes.com	Rob Skinner  Shwartz PR  Tel: +1-781-684-0770  RSkinner@schwartz-pr.com

AudioCodes Announces High Definition VoIP Strategy

AudioCodes plans to significantly improve voice quality and user experience by widely

deploying wideband speech codecs across its product portfolio

Lod, Israel – November 3, 2008 – AudioCodes (NasdaqGS: AUDC), a leading provider of Voice over IP (VoIP) technologies and Voice Network products announced today VoIPerfectHD™, its High Definition Voice over IP technology. High Definition (HD) VoIP delivers higher voice clarity, better intelligibility and richer sound, as well as significantly improving a user’s experience by doubling the audible voice spectrum. AudioCodes plans to embed HD VoIP across its product portfolio throughout 2009.

Voice over IP emerged in the past 10 years as an alternative to traditional telephony (PSTN). While providing lower cost and greater flexibility on converged voice and data networks, VoIP in general failed to deliver ‘better-than-PSTN’ quality mainly due to its 3.4 kHz bandwidth limitation connected with the use of legacy narrowband speech codecs in VoIP networks. With the advent and growing spread of IP broadband networks, wideband speech codecs which encode 7.1 kHz of the voice spectrum can now be effectively deployed to double the bandwidth and improve everyday voice communication quality to a level similar to that of conference room quality and/or FM radio. AudioCodes has been working over the past few years and increasingly in 2008 to implement a group of standards-based wideband speech codecs including G.722, AMR-WB, Microsoft RTAudio and others for use in wireline, wireless, cable, enterprise and internet applications with the goal of leading the transition towards increased use of HD VoIP in evolving voice communication networks.

AudioCodes VoIPerfectHD implementation of HD VoIP relies primarily on AudioCodes leadership in DSP, voice coding and voice processing technologies, and their application to VoIP communications and conferencing. AudioCodes VoIPerfectHD implementation as a unified infrastructure for all AudioCodes’ products allows the offering of HD VoIP capabilities and benefits across all of its products ranging from Multi-Service Business Gateways (MSBG), Media Servers, Media Gateways and DSP chips to IP Phones.

AudioCodes Announces High Definition VoIP Strategy Page 1 of 3

The introduction of HD VoIP extends AudioCodes reach to both enterprises and service providers, allowing entry into new market segments which will benefit from enhanced clarity and better speech intelligibility. Among key segments expected to benefit from this new introduction are banks, government, military, health, telemedicine and education. AudioCodes’ HD VoIP is designed to enable enterprises to improve worker collaboration resulting in higher productivity and enhanced customer service quality. Service providers are expected to benefit from differentiating their VoIP offering and services by increasing call length and having a higher Average Revenue per User (ARPU). In addition, application providers and ISVs are capable of effortlessly enhancing their solutions in order to meet stringent voice quality standards.

“With our launch of VoIPerfectHD, AudioCodes is creating a whole new market opportunity for the Company’s voice communication business and introducing a key competitive differentiator in our markets. It’s about bringing a new real sense of quality to VoIP communication, enabling improvements to business productivity and clear interpersonal communication between people and across wireline, wireless and cable IP networks,” stated Shabtai Adlersberg, Chairman, President and Chief Executive Officer at AudioCodes. “AudioCodes’ rich expertise in voice coding and transcoding enables us to offer enhanced connectivity between HD VoIP islands in disparate networks in broadband, IMS, Mobile and Cable, and offers greater flexibility in future interconnecting HD VoIP devices.”

“HD VoIP holds the potential to drive growth in a number of key market areas in which AudioCodes is very active,” commented Joe McGarvey, Principal Analyst, IP Services Infrastructure, for Current Analysis. “AudioCodes’ portfolio of products is HD VoIP-enabled and geared toward improving voice quality and naturalness, enhancing foreign accents to sound clearer and offering transcoding between various HD VoIP devices.”

AudioCodes’ current and planned HD VoIP Enabled products consist of the IPmedia™ 3000 Media Server, Mediant™ 3000 Media Gateway, Mediant™ 1000 MSBG and the Mediant family of Microsoft certified basic Hybrid Gateways. AudioCodes’ Media Servers and Gateways now enable transcoding between different wideband coders while retaining wideband quality. This will allow interworking and connectivity between different wideband networks such as mobile and broadband. AudioCodes plans to introduce HD VoIP on more products in 2009.

AudioCodes has created a website landing page www.audiocodes.com/hdvoip which includes all technical and marketing resources for the HD VoIP.

AudioCodes will have a Demo of the HD VoIP at:

VoiceCon San Francisco, California, 11-12 November 2008 at AudioCodes’ Booth #509

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AudioCodes will be conducting webinars titled “HD VoIP – the next sound barrier?” on Thursday, November 6th at 2:00pm (Eastern Daylight Time), Monday, November 10th at 10:00am (Central European Time) and on Tuesday, November 18th at 2:00pm (Eastern Standard Time). For a free registration, please visit www.audiocodes.com/hdvoip

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 and R&D are located in Israel with an additional R&D facility in the U.S. Other AudioCodes’ offices are located in Europe, India, the Far East, and Latin America. 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; 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.

©2008 AudioCodes Ltd. All rights reserved. AudioCodes, AC, AudioCoded, Ardito, CTI2, CTI², CTI Squared, 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.

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