Exhibit 4.35

Letter Agreements, dated April 30, 2008, between First
International Bank of Israel, as 
lender, and the Registrant, as borrower(English Summary of Documents in Hebrew)

|                     |  |                                            
|-------------------- |  | -------------------------------------------
|Date:                |  | April 30, 2008                             
|                     |  |                                            
|Parties:             |  | Lender: First
 International Bank of Israel
|                     |  |                                            
|                     |  | Borrower: AudioCodes Ltd.                  
|                     |  |                                            
|Loan No.
 1:         |  |                                            
|                     |  |                                            
|Principal Amount:    |  | $11.5 million                              
|                     |  |                                            
|Currency:            |  | US Dollar                                  
|                     |  |                                            
|Interest Rate:       |  | LIBOR + 1.5%                               
|                     |  |                                            
|Maturity:            |  | May 13, 2013                               
|                     |  |                                            
|Principal Repayment: |  | 20 equal quarterly
 payments of $575,000   
|                     |  |                                            
|Interest Repayment:  |  | Quarterly with repayment
 of principal     
|                     |  |                                            
|Loan No.
 2:         |  |                                            
|                     |  |                                            
|Principal Amount:    |  | $3.5 million                               
|                     |  |                                            
|Currency:            |  | US Dollar                                  
|                     |  |                                            
|Interest Rate:       |  | LIBOR + 0.65%                              
|                     |  |                                            
|Maturity:            |  | May 13, 2013                               
|                     |  |                                            
|Principal Repayment: |  | 20 equal quarterly
 payments of $175,000   
|                     |  |                                            
|Interest Repayment:  |  | Quarterly with repayment
 of principal     

Pledge:

First ranking charge on
Borrowers $3.5 million account held at Lender.

Floating charge on all
Borrowers assets.

First ranking charge on
Borrowers unpaid share capital, goodwill and insurance rights arising from the
pledged assets.

Financial Covenants:

Shareholders equity (net of
intangible assets, goodwill and loans to affiliated parties):

|  |                                                                      
|- | ---------------------------------------------------------------------
|- | Until December 31, 2009 
 not less than $25 million.                
|  |                                                                      
|- | From December 31, 2009
 balance sheet  not less than $30 million and

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|                                                                                                                                       |                                                                                                                                                                                                                                                    
|-------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|-                                                                                                                                      | Ratio of shareholders
 equity (net of intangible assets, goodwill and loans to affiliated parties)
 to total assets (net of intangible assets, goodwill and loans to affiliated
 parties) no less than 15%.                                       
|                                                                                                                                       |                                                                                                                                                                                                                                                    
|Aggregate short term and
 long term liabilities to banks and financing institutions (excluding 2%
 Senior Convertible Notes Due 2024):
|                                                                                                                                       |                                                                                                                                                                                                                                                    
|-                                                                                                                                      | Not greater than $30
 million.                                                                                                                                                                                                                     
|                                                                                                                                       |                                                                                                                                                                                                                                                    
|Operating income (US
 GAAP):                                                                                                          
|                                                                                                                                       |                                                                                                                                                                                                                                                    
|-                                                                                                                                      | At least $3 million for
 each consecutive four fiscal quarters, commencing December 31, 2008.                                                                                                                                                      
|                                                                                                                                       |                                                                                                                                                                                                                                                    
|-                                                                                                                                      | Operating loss of up to $3
 million resulting from stock-based compensation expenses related to option
 grants to employees under SFAS 123R will not be deemed a breach of the covenant.                                                           
|                                                                                                                                       |                                                                                                                                                                                                                                                    
|Cash and investments:                                                                                                                 
|                                                                                                                                       |                                                                                                                                                                                                                                                    
|-                                                                                                                                      | Cash defined as cash and
 cash equivalents and short term deposits up to one year.                                                                                                                                                                 
|                                                                                                                                       |                                                                                                                                                                                                                                                    
|-                                                                                                                                      | Investments defined as
 long-term deposits up to 2 years and trading bonds with A+ rating maturing in
 less than 2 years.                                                                                                                          
|                                                                                                                                       |                                                                                                                                                                                                                                                    
|-                                                                                                                                      | Until repayment of 2%
 Senior Convertible Notes Due 2024 in November 2009, cash and investments not
 less than $120 million and cash balance not less than $15 million.                                                                            
|                                                                                                                                       |                                                                                                                                                                                                                                                    
|-                                                                                                                                      | Following repayment of 2%
 Senior Convertible Notes Due 2024 in November 2009, accounts receivable and
 cash and investments not less than $40 million, cash and investments not less
 than $20 million and cash balance not less than $15 million.
|                                                                                                                                       |                                                                                                                                                                                                                                                    
|-                                                                                                                                      | If aggregate short term
 and long term liabilities to banks and financing institutions is less than
 $15 million, cash and investments not less than $10 million, and accounts
 receivable and cash and investments not less than $20 million.     

Lender confirms that it
complies with the financial covenants as of the date of the loans.

Other Covenants:

Undertake to agree with
Lender on new financial covenants criteria if Borrower changes its accounting
principles. If agreement not reached within 30 days or longer period agreed,
Borrower has right to accelerate loan.

Current and/or future loans
of Shabtai Adlersberg to the Borrower (Owner Loans) will be subordinated to
Borrowers liabilities to Lender.

|  |                                                                                                                                                                                                                            
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|- | The limitation does not
 prohibit (i) repurchase of shares or convertible notes if Borrower complies
 with financial covenants or (ii) payments of interest and other payments
 required pursuant to the convertible notes.

Borrower not permitted to
declare dividends, pay management fees, interest or other payments to
shareholders, or repay Owner Loans until Borrowers liabilities to Lender
pursuant to the loans are repaid in full.

|  |                                                                                                                                                                                                                            
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|- | The limitation does not
 prohibit (i) repurchase of shares or convertible notes if Borrower complies
 with financial covenants or (ii) payments of interest and other payments
 required pursuant to the convertible notes.

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Except as noted in the
Companies Registrars records, the Borrowers assets are not secured in favor
of a third party, and Borrower has not agreed to pledge any of its assets or
provide any guarantee except such that are granted in the ordinary course of business
and bank guarantees.

The Borrower is not
restricted from incurring a floating charge on its assets in favor of another
bank, or a fixed charge on amounts deposited in another bank in favor of such
other bank, provided that the Lender and such bank sign an agreement confirming
that the charge of each bank on Borrowers assets rank pari passu. Borrower agrees that, to
extent it grants another bank a pledge on any of its assets, it will grant the
Lender a similar pledge on such assets.

The Borrower undertakes not
to dispose of assets in excess of $1 million during a consecutive 12 month
period, without Lenders prior written consent other than in ordinary course of
business in arms length transactions.

The Borrower undertakes not
to acquire or invest in excess of $10 million during a consecutive 12 month
period, without prior notice to the Lender, which notice shall not be made
prior to a public notice, if required.

The Borrower undertakes to
provide ongoing reports to Lender about Borrowers business and financial
position, including copies of financial statements, outstanding collectibles,
investment portfolio, litigation, and any violation of covenants, and Lender
shall be entitled to meet at any time with Borrowers accountants to confirm
Borrowers financial position.

Covenant of Shabtai
Aldersberg:

Shabtai Aldersberg agrees not
to reduce his ownership percentage below 5% without the Lenders prior written
consent, and not to request repayment of any loans he made to the Borrower, and
agrees to repay any amounts received in violation thereof.

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