Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

2

Item 1.

(a)

Name of Issuer

         AudioCodes Ltd. (the "Company")

(b)

Address of Issuer's Principal Executive Offices

1 Hayarden Street
Airport City, Lod 70151, Israel

Item 2.

(a)

Name of Person Filing

Shabtai Adlersberg

(b)

Address of Principal Business Office or, if none, Residence

1 Hayarden Street
Airport City, Lod 70151, Israel

(c)

Citizenship

Israel

(d)

Title of Class of Securities

Ordinary Shares, NIS 0.01 par value.

(e)

CUSIP Number

M15342-10-4

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

[    ]

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

[    ]

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

[    ]

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

[    ]

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

(e)

[    ]

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

[    ]

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

[    ]

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

[    ]

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

[    ]

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

[    ]

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4.

Ownership.

(a)

Amount beneficially owned:

         5,442,071 (See Footnote 1, Page 2)

(b)

Percent of class:

         13.4%

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote

         5,442,071 (See Footnote 1, Page 2)

(ii)

Shared power to vote or to direct the vote

         0

(iii)

Sole power to dispose or to direct the disposition of

         5,442,071 (See Footnote 1, Page 2)

(iv)

Shared power to dispose or to direct the disposition of

         0

Item 5.

Ownership of Five Percent or Less of a Class

          If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [    ].

Instruction: Dissolution of a group requires a response to this item.

         Not Applicable.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

                  Not Applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

                  Not Applicable.

Item 8.

Identification and Classification of Members of the Group

                  Not Applicable.

Item 9.

Notice of Dissolution of Group

                  Not Applicable

Item 10.

Certifications

                   Not Applicable

        After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

3