SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                  SCHEDULE 13G
                                 (Rule 13d-102)


             INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
           TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
                            PURSUANT TO RULE 13d-2(b)

                                (Amendment No. 1)


                                Audiocodes Ltd.
--------------------------------------------------------------------------------
                                (Name of Issuer)


                  Ordinary Shares, Nominal Value NIS 0.01 per share
--------------------------------------------------------------------------------
                         (Title of Class of Securities)


                                    M15342104

--------------------------------------------------------------------------------
                                 (CUSIP Number)


                                December 31, 2008
--------------------------------------------------------------------------------
             (Date of Event Which Requires Filing of this Statement)


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

          [ ]  Rule 13d-1(b)

          [X]  Rule 13d-1(c)

          [ ]  Rule 13d-1(d)


CUSIP No.   M15342104
            ---------------------


1.   NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

     Rima Management, LLC

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                 (a)  [ ]
                                                                 (b)  [X]

3.   SEC USE ONLY



4.   CITIZENSHIP OR PLACE OF ORGANIZATION

     Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.   SOLE VOTING POWER

     0

6.   SHARED VOTING POWER

     2,886,828

7.   SOLE DISPOSITIVE POWER

     0

8.   SHARED DISPOSITIVE POWER

     2,886,828

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     2,886,828

10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

                                                                          [ ]

11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     7.2%

12.  TYPE OF REPORTING PERSON*

     00

CUSIP No.   M15342104
            ---------------------


1.   NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

     Richard Mashaal

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                 (a)  [ ]
                                                                 (b)  [X]

3.   SEC USE ONLY



4.   CITIZENSHIP OR PLACE OF ORGANIZATION

     Canada

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.   SOLE VOTING POWER

     0

6.   SHARED VOTING POWER

     2,886,828

7.   SOLE DISPOSITIVE POWER

     0

8.   SHARED DISPOSITIVE POWER

     2,886,828

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     2,886,828

10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

                                                                          [ ]

11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     7.2%

12.  TYPE OF REPORTING PERSON*

     IN

CUSIP No.   M15342104
            ---------------------


Item 1(a).  Name of Issuer:


            Audiocodes Ltd.
            --------------------------------------------------------------------

Item 1(b).  Address of Issuer's Principal Executive Offices:

            1 Hayarden Street
            Airport City, Lod
            70151
            Israel

            --------------------------------------------------------------------


Item 2(a).  Name of Person Filing:

            Rima Management, LLC
            Richard Mashaal
            --------------------------------------------------------------------

Item 2(b).  Address of Principal Business Office, or if None, Residence:

            Rima Management, LLC
            110 East 55th Street
            Suite 1600
            New York, New York 10022

            Richard Mashaal
            c/o Rima Management, LLC
            110 East 55th Street
            Suite 1600
            New York, New York 10022
            --------------------------------------------------------------------

Item 2(c).  Citizenship:

            Rima Management, LLC - Delaware
            Richard Mashaal - Canada
            --------------------------------------------------------------------

Item 2(d).  Title of Class of Securities:

            Ordinary Shares, Nominal Value NIS 0.01 per share
            --------------------------------------------------------------------

Item 2(e).  CUSIP Number:


            M15342104
            --------------------------------------------------------------------

Item 3.     If This Statement is Filed Pursuant to  Rule 13d-1(b), or 13d-2(b)
            or (c), Check Whether the Person Filing is a:

     (a)  [ ]  Broker or dealer registered under Section 15 of the Exchange Act.

     (b)  [ ]  Bank as defined in Section 3(a)(6) of the Exchange Act.

     (c)  [ ]  Insurance  company as defined in Section 3(a)(19) of the Exchange
               Act.

     (d)  [ ]  Investment  company  registered under Section 8 of the Investment
               Company Act.

     (e)  [ ]  An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

     (f)  [ ]  An employee  benefit plan or endowment  fund in  accordance  with
               Rule 13d-1(b)(1)(ii)(F);

     (g)  [ ]  A parent  holding  company or control  person in accordance  with
               Rule 13d-1(b)(1)(ii)(G);

     (h)  [ ]  A savings  association  as defined in Section 3(b) of the Federal
               Deposit Insurance Act;

     (i)  [ ]  A  church  plan  that  is  excluded  from  the  definition  of an
               investment  company  under  Section  3(c)(14)  of the  Investment
               Company Act;

     (j)  [ ]  Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

Item 4.  Ownership.

     Provide  the  following  information  regarding  the  aggregate  number and
percentage of the class of securities of the issuer identified in Item 1.

     (a)  Amount beneficially owned:

          Rima Management, LLC - 2,886,828
          Richard Mashaal - 2,886,828
          ----------------------------------------------------------------------

     (b)  Percent of class:

          Rima Management, LLC - 7.2%
          Richard Mashaal - 7.2%
          ----------------------------------------------------------------------

     (c)  Number of shares as to which such person has:

          Rima Management, LLC:

          (i)   Sole power to vote or to direct the vote               0
                                                        -----------------------,


          (ii)  Shared power to vote or to direct the vote         2,886,828
                                                          ---------------------,


          (iii) Sole power to dispose or to direct the                 0
                disposition of                            ---------------------,


          (iv)  Shared power to dispose or to direct the          2,886,828
                disposition of                            ---------------------.

          Richard Mashaal:

          (i)   Sole power to vote or to direct the vote               0
                                                        -----------------------,


          (ii)  Shared power to vote or to direct the vote        2,886,828
                                                          ---------------------,


          (iii) Sole power to dispose or to direct the                 0
                disposition of                            ---------------------,


          (iv)  Shared power to dispose or to direct the          2,886,828
                disposition of                            ---------------------.



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 [ ].


        Not applicable
        ------------------------------------------------------------------------

Item 6.  Ownership of More Than Five Percent on Behalf of Another Person.

     If any other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, such
securities, a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the class, such
person should be identified.  A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.


         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.

     If a parent holding company or Control person has filed this schedule,
pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an
exhibit stating the identity and the Item 3 classification of the relevant
subsidiary.  If a parent holding company or control person has filed this
schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating
the identification of the relevant subsidiary.


        Not applicable
        ------------------------------------------------------------------------


Item 8.  Identification and Classification of Members of the Group.

     If a group has filed this schedule pursuant to s.240.13d-1(b)(1)(ii)(J), so
indicate  under Item 3(j) and attach an exhibit  stating the identity and Item 3
classification  of each member of the group.  If a group has filed this schedule
pursuant to  s.240.13d-1(c)  or  s.240.13d-1(d),  attach an exhibit  stating the
identity of each member of the group.


        Not applicable
        ------------------------------------------------------------------------


Item 9.  Notice of Dissolution of Group.

     Notice of dissolution of a group may be furnished as an exhibit stating the
date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by members
of the group, in their individual capacity.  See Item 5.


        Not applicable
        ------------------------------------------------------------------------

Item 10.  Certifications.

          By signing  below I certify  that,  to the best of my  knowledge  and
          belief, the securities referred to above were not acquired and are not
          held for the purpose of or with the effect of changing or  influencing
          the control of the issuer of the  securities and were not acquired and
          are not held in connection with or as a participant in any transaction
          having such purpose or effect.


                                    SIGNATURE

     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.


                                                 February 17, 2009
                                        ----------------------------------------
                                                      (Date)



                                              RIMA MANAGEMENT, LLC*

                                                   By:  /s/ George Malikotsis
                                                     --------------------------
                                                     George Malikotsis
                                                     Vice President


                                              RICHARD MASHAAL*

                                                   By:  /s/ Richard Mashaal
                                                     --------------------------
                                                           (signature)




Note.  Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
for whom copies are to be sent.

Attention.  Intentional  misstatements  or omissions of fact constitute  federal
criminal violations (see 18 U.S.C. 1001).

*    The Reporting Persons disclaim beneficial  ownership in the Shares reported
     herein except to the extent of their pecuniary interest therein.

                                                                     Exhibit A


                                    AGREEMENT

     Each of the undersigned  hereby consents and agrees to this joint filing on
Amendment  No. 1 to Schedule 13G for the Ordinary  Shares of  Audiocodes  Ltd.,
Nominal Value NIS .01 per share.

Dated: February 17, 2009
                                              RIMA MANAGEMENT, LLC

                                                   By:  /s/ George Malikotsis
                                                     --------------------------
                                                     George Malikotsis
                                                     Vice President


                                              RICHARD MASHAAL

                                                   By:  /s/ Richard Mashaal
                                                     --------------------------
                                                           (signature)






SK 01780 0001 962133