Exhibit 1

PRESS RELEAS E

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

AudioCodes Reports Second Quarter 2012 Results 

Lod, Israel – July 24, 2012 - AudioCodes (NasdaqGS: AUDC), a leading provider of Voice over IP (VoIP) technologies, products and services, today announced financial results for the second quarter ended June 30, 2012.

Revenues for the second quarter of 2012 were $31.0 million compared to $32.3 million for the first quarter of 2012 and $41.5 million for the second quarter of 2011.

Net loss in accordance with U.S. generally accepted accounting principles (GAAP) was $2.0 million, or ($0.05) per diluted share, for the second quarter of 2012 compared to a net loss of $1.6 million, or ($0.04) per diluted share, for the first quarter of 2012, and net income of $4.0 million, or $0.09 per diluted share, for the second quarter of 2011.

Non-GAAP net loss for the second quarter of 2012 was $1.4 million, or ($0.04) per diluted share, compared to a non-GAAP net loss of $827,000, or ($0.02) per diluted share, for the first quarter of 2012, and non-GAAP net income of $4.9 million, or $0.12 per diluted share, for the second quarter of 2011.

Non-GAAP net income (loss) excludes (i) stock-based compensation expenses and (ii) amortization expenses related to intangible assets. A reconciliation between net income (loss) on a GAAP basis and on a non-GAAP basis is provided in the tables that accompany the condensed consolidated financial statements contained in this press release.

AudioCodes Reports Second Quarter 2012 Results Page 1of 9

In accordance with AudioCodes’ Board of Directors authorized program to repurchase up to 4.0 million of the Company’s Ordinary Shares, NIS 0.01 nominal (par) value, which is approximately 10% of the Company’s outstanding shares, the Company repurchased a total of approximately 750,000 shares at an aggregate cost of approximately $1.6 million during the second quarter of 2012. As of June 30, 2012, approximately 2.6 million shares have been repurchased through the program since its inception at an aggregate cost of approximately $8.1 million.

Cash and cash equivalents, bank deposits and marketable securities were $60.7 million as of June 30, 2012, compared to $70.3 million as of March 31, 2012 and $56.5 million as of June 30, 2011. The quarter-to-quarter net decrease in cash balances was primarily related to cash used for operating activities and the reduction in the Company’s accounts payable outstanding as well as $2.5 million utilized for the repayment of loans and $1.7 million used for the aforementioned repurchase of common shares during the quarter. The year-over-year net increase in cash balances includes new bank loans made to the Company during the second half of 2011.

“AudioCodes’ second quarter results reflect the challenges we’re facing in 2012 as we balance the transition of our business from our legacy product lines towards new emerging products, solutions and services for the enterprise and service provider markets,” said Shabtai Adlersberg, Chairman, President and Chief Executive Officer of AudioCodes. “In order to enable renewed growth, we announced two weeks ago a restructuring plan to better align the Company’s resources and assets to our core networking business. The plan is expected to generate estimated annualized savings of approximately 10% of the Company’s operating expenses and to be implemented over the next six to nine months. We expect the initial steps already taken to reduce our operating expenses by approximately 5% below the current level of expenses as soon as the fourth quarter of this year. In addition, we have already started a full global review of our business line activities in order to support our plan to return to profitability and growth in 2013 and beyond,” concluded Mr. Adlersberg.

AudioCodes Reports Second Quarter 2012 Results Page 2of 9

Conference Call & Web Cast Information

AudioCodes will conduct a conference call at 9:00 A.M., Eastern Time today to discuss the Company’s second quarter 2012 operating performance, financial results and updated outlook. 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 market leader focused on converged VoIP and data communications and its products are deployed globally in Broadband, Mobile, Enterprise networks and Cable. The Company provides a range of innovative, cost-effective products including Media Gateways, Multi-Service Business Gateways, Session Border Controllers (SBC), Residential Gateways, IP Phones, Media Servers and Value Added Applications. AudioCodes’ underlying technology, VoIPerfectHD™, relies 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 Voice communications. 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 the demand for existing products; 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 ability of AudioCodes to successfully integrate the products and operations of acquired companies into AudioCodes’ business; and other factors detailed in AudioCodes' filings with the U.S. Securities and Exchange Commission. AudioCodes assumes no obligation to update the information in this release.

©2012 AudioCodes Ltd. All rights reserved. AudioCodes, AC, HD VoIP, HD VoIP Sounds Better, IPmedia, Mediant, MediaPack, OSN, SmartTAP, VMAS, VoIPerfect, VoIPerfectHD, 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. Product specifications are subject to change without notice.

Summary financial data follows

AudioCodes Reports Second Quarter 2012 Results Page 3of 9

AUDIOCODES LTD. AND ITS SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

U.S. dollars in thousands

	June 30,		December 31,
	2012		2011
	Unaudited		Audited
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	16,273	$	28,257
Short-term and restricted bank deposits		12,319		14,008
Short-term marketable securities and accrued interest		4,449		345
Trade receivables, net		27,123		30,923
Other receivables and prepaid expenses		5,990		4,477
Deferred tax assets		2,600		2,600
Inventories		19,570		20,415
Total current assets		88,324		101,025
LONG-TERM INVESTMENTS:
Long-term and restricted bank deposits		8,130		9,120
Long-term marketable securities		19,497		23,823
Investments in an affiliated company		1,278		1,251
Deferred tax assets		2,600		2,600
Severance pay funds		15,661		15,410
Total long-term assets		47,166		52,204
PROPERTY AND EQUIPMENT, NET		3,701		3,368
GOODWILL, INTANGIBLE ASSETS AND OTHER, NET		35,516		36,080
Total assets	$	174,707	$	192,677
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Current maturities of long-term bank loans	$	10,686	$	10,243
Trade payables		7,126		12,362
Other payables and accrued expenses		17,131		18,102
Deferred revenues		6,075		5,235
Total current liabilities		41,018		45,942
LONG-TERM LIABILITIES:
Accrued severance pay		16,137	$	16,106
Long-term bank loans		17,570		22,912
Senior convertible notes		353		353
Deferred revenues and other liabilities		871		1,345
Total  long-term liabilities		34,931		40,716
Total equity		98,758		106,019
Total liabilities and equity	$	174,707	$	192,677

AudioCodes Reports Second Quarter 2012 Results Page 4of 9

AUDIOCODES LTD. AND ITS SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

U.S. dollars in thousands, except per share data

	Six months ended						Three months ended
	June 30,						June 30,
	2012			2011			2012			2011
	(Unaudited)						(Unaudited)
Revenues	$	63,321		$	82,555		$	31,008		$	41,511
Cost of revenues		26,643			34,034			13,191			17,012
Gross profit		36,678			48,521			17,817			24,499
Operating expenses:
Research and development, net		15,245			15,970			7,127			7,436
Selling and marketing		20,752			21,328			10,256			11,107
General and administrative		4,203			4,446			2,244			2,314
Total operating expenses		40,200			41,744			19,627			20,857
Operating income (loss)		(3,522	)		6,777			(1,810	)		3,642
Financial income (expenses), net		135			643			(93	)		427
Income (loss) before taxes on income		(3,387	)		7,420			(1,903	)		4,069
Taxes on income, net		(183	)		(147	)		(99	)		(82	)
Equity in profit (losses) of an affiliated companies		(23	)		(252	)		(33	)		5
Net income (loss)	$	(3,593	)	$	7,021		$	(2,035	)	$	3,992
Basic net earnings per share	$	(0.09	)	$	0.17		$	(0.05	)	$	0.10
Diluted net earnings (loss) per share	$	(0.09	)	$	0.17		$	(0.05	)	$	0.09
Weighted average number of shares used in computing basic net earnings per share (in thousands)		39,948			41,471			39,627			41,610
Weighted average number of shares used in computing diluted net earnings per share (in thousands)		39,948			42,306			39,627			42,328

AudioCodes Reports Second Quarter 2012 Results Page 5of 9

AUDIOCODES LTD. AND ITS SUBSIDIARIES

NON-GAAP PROFORMA STATEMENTS OF OPERATIONS

U.S. dollars in thousands, except per share data

	Six months ended						Three months ended
	June 30,						June 30,
	2012			2011			2012			2011
	(Unaudited)						(Unaudited)
Revenues	$	63,321		$	82,555		$	31,008		$	41,511
Cost of revenues		26,193			33,361			12,970			16,675
Gross profit		37,128			49,194			18,038			24,836
Operating expenses:
Research and development, net		15,034			15,689			7,052			7,282
Selling and marketing		20,365			20,590			10,067			10,807
General and administrative		3,897			4,066			2,106			2,148
Total operating expenses		39,296			40,345			19,225			20,237
Operating income (loss)		(2,168	)		8,849			(1,187	)		4,599
Financial income (expenses), net		135			643			(93	)		427
Income (loss) before taxes on income		(2,033	)		9,492			(1,280	)		5,026
Taxes on income, net		(183	)		(147	)		(99	)		(82	)
Equity in profit (losses) of an affiliated companies		(23	)		(252	)		(33	)		5
Net income (loss)	$	(2,239	)	$	9,093		$	(1,412	)	$	4,949
Diluted net earnings (loss) per share	$	(0.06	)	$	0.21		$	(0.04	)	$	0.12
Weighted average number of shares used in computing diluted net earnings per share (in thousands)		39,948			42,624			39,627			42,636

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

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

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.

AudioCodes Reports Second Quarter 2012 Results Page 6of 9

AUDIOCODES LTD. AND ITS SUBSIDIARIES

RECONCILIATION BETWEEN GAAP NET INCOME AND NON-GAAP NET INCOME

U.S. dollars in thousands, except per share data

	Six months ended					Three months ended
	June 30,					June 30,
	2012			2011		2012			2011
	(Unaudited)					(Unaudited)
GAAP net income (loss)	$	(3,593	)	$	7,021	$	(2,035	)	$	3,992
GAAP net income per share	$	(0.09	)	$	0.17	$	0.05		$	0.09
Cost of revenues:
Stock-based compensation (1)		38			64		15			37
Amortization expenses (2)		412			609		206			300
		450			673		221			337
Research and development, net:
Stock-based compensation (1)		211			281		75			154
Selling and marketing:
Stock-based compensation (1)		235			586		113			224
Amortization expenses (2)		152			152		76			76
		387			738		189			300
General and administrative:
Stock-based compensation (1)		306			380		138			166
Non-GAAP net income (loss)	$	(2,239	)	$	9,093	$	(1,412	)	$	4,949
Non-GAAP Diluted net income (loss) per share	$	(0.06	)	$	0.21	$	(0.04	)	$	0.12

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

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

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.

AudioCodes Reports Second Quarter 2012 Results Page 7of 9

AUDIOCODES LTD. AND ITS SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

U.S. dollars in thousands

	Six months ended						Three months ended
	June 30,						June 30,
	2012			2011			2012			2011
	( Unaudited)			( Unaudited)			( Unaudited)			( Unaudited)
Cash flows from operating activities:
Net income (loss)	$	(3,593	)	$	7,021		$	(2,035	)	$	3,992
Adjustments required to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		1,401			1,801			695			879
Amortization of marketable securities premiums and accretion of discounts, net		217			196			109			109
Equity in losses (profit) of affiliated companies and interest on loans to affiliated company		23			252			33			(5	)
Decrease in accrued severance pay, net		(220	)		(45	)		(115	)		(144	)
Stock-based compensation expenses		790			1,907			341			581
Increase in accrued interest on marketable securities, bank deposits and structured notes		5			(178	)		2			-
Decrease (increase) in trade receivables, net		3,800			(7,244	)		(548	)		(*) (5,384	)
Decrease (increase) in other receivables and prepaid expenses		(1,513	)		(2,828	)		(80	)		215
Decrease (increase) in inventories		845			(*) (46	)		417			(1,083	)
Increase (decrease) in trade payables		(5,236	)		(1,296	)		31			(846	)
Increase (decrease) in deferred revenues		1,153			(*) 799			(1,120	)		(*) (1,954	)
Increase (decrease) in other payables and accrued expenses		(1,666	)		(5,231	)		(2,347	)		(225	)
Net cash used in operating activities		(3,994	)		(4,892	)		(4,617	)		(3,865	)
Cash flows from investing activities:
Purchase of marketable securities		-			(24,402	)		-			-
Short-term deposits, net		1,689			1,009			(118	)		(14	)
Investment in affiliated company		(50	)		-			(50	)		-
Proceeds from long-term bank deposits		990			-			390			-
Purchase of property and equipment		(1,170	)		(829	)		(519	)		(304	)
Net cash provided by (used in) investing activities		1,459			(24,222	)		(297	)		(318	)
(*) Reclassified

AudioCodes Reports Second Quarter 2012 Results Page 8of 9

AUDIOCODES LTD. AND ITS SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Continued)

U.S. dollars in thousands

	Six months ended						Three months ended
	June 30,						June 30,
	2012			2011			2012			2011
	( Unaudited)			( Unaudited)			( Unaudited)			( Unaudited)
Cash flows from financing activities:
Purchase of treasury stock		(4,249	)		-			(1,736	)		-
Repayment of loan from bank		(4,899	)		(3,000	)		(2,544	)		(1,500	)
Payment of acquisition of NSC		(336	)		(278	)		-			-
Proceeds from issuance of shares upon exercise of options, warrants and employee stock purchase plan		35			1,373			-			272
Net cash used in financing activities		(9,449	)		(1,905	)		(4,280	)		(1,228	)
Decrease in cash and cash equivalents		(11,984	)		(31,019	)		(9,194	)		(5,411	)
Cash and cash equivalents at the beginning of the period		28,257			50,311			25,467			24,703
Cash and cash equivalents at the end of the period	$	16,273		$	19,292		$	16,273		$	19,292

AudioCodes Reports Second Quarter 2012 Results Page 9of 9