As filed with the Securities and Exchange Commission on May 15, 2002

                                                      Registration No. 333-

                             Washington, D.C. 20549


                                    FORM F-3
                             REGISTRATION STATEMENT
                           THE SECURITIES ACT OF 1933

                             COMMTOUCH SOFTWARE LTD.
             (Exact name of Registrant as specified in its charter)

              Israel                                    Not Applicable
 (State or other jurisdiction of                      (I.R.S. Employer
  incorporation or organization)                     Identification No.)

                                6 Hazoran Street
                      Poleg Industrial Park, P.O. Box 8511
                              Netanya 42504, Israel
   (Address and telephone number of Registrant's principal executive offices)

                               c/o Commtouch Inc.
                     Devyani Patel, Vice President, Finance
                        1300 Crittenden Lane, Suite # 102
                         Mountain View, California 94043
                                 (650) 864-2000
            (Name, address and telephone number of agent for service)

                                   Copies to:

          Lior O. Nuchi                           Aaron M. Lampert
       Venrice R. Palmer
       McCutchen, Doyle, Brown                 Naschitz, Brandes & Co.
         & Enersen, LLP                            5 Tuval Street
      Three Embarcadero Center                  Tel Aviv 67897 Israel
    San Francisco, CA 94111
        (415) 393-2000
      Fax (415) 393-2286

      Approximate date of commencement of proposed sale to the public: From time
to time after the Registration Statement becomes effective.

      If the only  securities  being  registered  on this Form are being offered
pursuant to dividend or interest  reinvestment plans, please check the following
box. [ ]

      If any of the securities  being  registered on this Form are to be offered
on a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act
of 1933, please check the following box. [X]

      If this Form is filed to register  additional  securities  for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list  the  Securities  Act  registration  statement  number  of the  earlier
effective registration statement for the same offering. [ ]

      If this Form is a  post-effective  amendment filed pursuant to Rule 462(c)
under the  Securities  Act,  check the following box and list the Securities Act
registration  statement number of the earlier effective  registration  statement
for the same offering. [ ]

      If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

      The Registrant hereby amends this  Registration  Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further  amendment  which  specifically  states  that  this  Registration
Statement shall  thereafter  become effective in accordance with Section 8(a) of
the  Securities  Act of 1933 or until the  Registration  Statement  shall become
effective on such date as the Commission,  acting pursuant to said Section 8(a),
may determine.

                         Calculation of Registration Fee

    Title of Each Class                            Maximum                    Proposed
       of Securities          Amount to be      Aggregate Price           Maximum Aggregate           Amount of
     To Be Registered          Registered        Per Unit(1)               Offering Price         Registration Fee(2)
ordinary shares, NIS 0.05
nominal value per share......   7,095,886           $0.16                  $1,135,341.76              $104.45

(1) Estimated solely for the purpose of computing the amount of the registration
fee  pursuant to Rule 457(c)  based on the average of the high and low prices of
the Company's  ordinary  shares as reported on the Nasdaq National Market System
on May 6, 2002.

(2)  The  Registrant  initially  filed a  Registration  Statement  on  Form  F-1
(Registration  No.  333-31836)  on March 6, 2000 (the "Form  F-1"),  to register
certain  offers  and  sales  of  its  ordinary  shares  as  set  forth  in  that
Registration  Statement.  Subsequently,  the Registrant withdrew the Form F-1 on
April 12, 2000. The Registrant is filing this Registration Statement on Form F-3
to register  the reoffer and resale of the  securities  indicated  on this cover
page. A registration fee of $49,468.00 was paid in connection with the filing of
the Form F-1. Pursuant to Rule 457(p),  the aggregate total dollar amount of the
filing  fee  associated  with  the  unsold  ordinary  shares  under  the F-1 has
previously  been  offset by the filing  fees in the  amounts of (a)  $119.80 for
Registration Statement on Form S-8 No. 333-65532 filed on July 20, 2001; and (b)
$158.24 for Registration Statement on Form F-3 No. 333-68248 filed on August 24,
2001. The remaining  balance of $49,189.96 is being further offset by the filing
fee due for this Registration Statement.



                    SUBJECT TO COMPLETION, DATED _____, 2002


Commtouch Software Ltd.

7,095,886 Ordinary Shares


      As  we  describe  further  below  under  "Offer  Statistics  and  Expected
Timetable and Plan of Distribution," the Selling  Securityholders  identified in
this  prospectus  are selling up to 7,095,886 of our  ordinary  shares,  some of
which underlie warrants.  The warrants  themselves are not being offered by this
prospectus.  The Selling  Securityholders  acquired the ordinary shares from the
Company in a private  placement  in April 2002 after  approval by the  Company's
shareholders  at a meeting held on April 8, 2002.  The ordinary  shares  offered
hereby have been  registered  pursuant  to  registration  rights  granted to the
Selling Securityholders by the Company in connection with the private placement.
These securities may be offered from time to time by the Selling Securityholders
through public or private transactions, on or off the Nasdaq National Market, at
prevailing  market  prices  or  at  privately  negotiated  prices.  The  Selling
Securityholders will receive all of the proceeds from this offering and will pay
all underwriting  discounts and selling  commissions,  if any, applicable to the
sale  of the  securities.  We will  pay the  expenses  of  registration  of this

      The Company has agreed to indemnify  the Selling  Securityholders  against
certain liabilities,  including liabilities under the Securities Act of 1933, as
amended (the "Securities Act").

      The  ordinary  shares  are being  offered by the  Selling  Securityholders
subject to prior sale,  subject to their  right to reject  offers in whole or in
part and subject to certain other conditions.

      The Selling  Securityholders may be deemed to be "underwriters" within the
meaning of the Securities Act and any profits  realized by them may be deemed to
be  underwriting  commissions.   Any  broker-dealers  that  participate  in  the
distribution  of  ordinary  shares also may be deemed to be  "underwriters,"  as
defined in the Securities Act, and any commissions or discounts paid to them, or
any profits realized by them upon the resale of any securities purchased by them
as principals,  may be deemed to be underwriting  commissions or discounts under
the Securities Act. The sale of the ordinary shares is subject to the prospectus
delivery requirements of the Securities Act.

      Our ordinary  shares are currently  traded on the Nasdaq  National  Market
under the symbol  "CTCH." On May 10,  2002 the last  reported  sales price of an
ordinary share on the Nasdaq National Market was $0.16 per share.

    This investment involves risk. See "Risk Factors" beginning on page ____.

Neither the Securities and Exchange Commission nor any state securities
Commission has approved or disapproved of these securities or determined if this
prospectus  is truthful or  complete.  Any  representation  to the contrary is a
criminal offense.

                      The date of this Prospectus is , 2002

                                TABLE OF CONTENTS

Special Note Regarding Forward-Looking Information..........................   i
Summary ....................................................................   1
Risk Factors ...............................................................   5
The Offer and Listing.......................................................  19
Reasons for the Offer and Use of Proceeds ..................................  20
Selling Securityholders ....................................................  21
Shares Eligible for Future Sale ............................................  26
Offer Statistics and Expected Timetable and Plan of Distribution............  28
Legal Matters ..............................................................  30
Experts ....................................................................  30
Where You Can Find More Information ........................................  30
Information Incorporated by Reference ......................................  31
Enforceability of Civil Liabilities ........................................  31



This  document  contains  forward-looking  statements  that  involve  risks  and
uncertainties. These statements relate to our future plans, objectives, beliefs,
expectations  and intentions.  In some cases,  you can identify  forward-looking
statements  by our use of words such as  "expects,"  "anticipates,"  "believes,"
"intends," "plans," "seeks" and "estimates" and similar expressions.  Our actual
results,  levels of activity,  performance or achievements may differ materially
from those  expressed or implied by these  forward-looking  statements.  Factors
that could cause or contribute to these  differences  include those discussed in
our  Annual  Report  on Form  20-F,  which is on file  with the  Securities  and
Exchange Commission.



We are a  provider  of email  services  and  software  for email  and  messaging
solutions  to service  providers  that  target  both  residential  and  business
subscriber users.

Our main  target  customers  include  companies  that  specialize  in  providing
communications  applications  to  enterprises,  such as, ASPs,  ISPs,  telecoms,
CLECs, wireless carriers, data centers, systems integrators, and IT consultants.

Email and  messaging is complex and  requires  focus to  implement,  deliver and
maintain.  Today's  solutions  include the ability to address both front-end and
back-end requirements,  anytime-anywhere access, and features such as anti-virus
protection, unified messaging,  calendaring, group scheduling, file sharing, and
collaboration.  Technologies  for the  future are  necessitating  that email and
messaging adapt and change with the new innovations. Our flexible technology and
economies of scale  enable us to provide  email  solutions  in a  cost-effective
manner,  intended to allow businesses to achieve desirable economic  advantages.
These technologies have been conceived, developed and refined over the course of
the past 11 years, during which we have provided both services and software to a
multitude of customers.

We offer software for email and messaging solutions to service providers, mainly
small and medium size enterprises (SME).  Service providers receive a license to
install and use our software and  technology  in order to provide  messaging and
email  services  from  their own data  center  facility.  Our  service  provider
solution  enables  service  providers to easily  manage the email and  messaging
features/services that they in turn provide to their end users.

We deliver a comprehensive software solution that -

      o     Enables  ISP  business   subscribers  to  enjoy  advanced  messaging

      o     Enables service providers to offer packages of email services.  With
            Commtouch  Classes of Service  (CoS),  service  providers can create
            different  packages of service to their diversified  subscribers and
            market each package separately.

      o     Enables service  providers to simplify  deployment and manageability
            of a highly-scalable messaging platform for residential and business
            subscribers,   and  to  achieve  high   performance   and  maximized
            utilization at a competitive low cost (i.e. low hardware,  bandwidth
            and administration costs).

Our solution provides:

      o     Access  to  accounts  from  standard  desktop  email  clients  (e.g.
            Microsoft  Outlook and Qualcomm  Eudora),  Web browsers and wireless
            devices, such as, WAP-enabled mobile phones.

      o     Message  notification  on an advanced  platform,  to pagers,  mobile
            phones, instant messengers and other email addresses.

      o     Integrated,   Web-based   applications,   including  calendar,  task
            manager,  contact center,  notes,  short message service (SMS),  and

      o     Customization  of the  Web  email  client  interface  to  extend  an
            organization's brand.

      o     Multiple language support for a multilingual user base.

Office Location

Our  principal  executive  offices  are  located  at  6  Hazoran  Street,  Poleg
Industrial  Park,  Netanya  42504,   Israel,   where  our  telephone  number  is
011-972-9-863-6888,  and  1300  Crittenden  Lane,  Suite # 102,  Mountain  View,
California  94043,  where our telephone  number is (650)  864-2000.  Our website
address is

Capitalization and Indebtedness

The following table sets forth the  capitalization and indebtedness of Commtouch
as of March 31, 2002, as adjusted for the private placement in April 2002:

                                                                  (IN THOUSANDS)

Long-term liabilities ........................................      $     269
Shareholders' equity:
  Ordinary shares, NIS 0.05 par value; 40,000,000 shares
     Authorized, 22,105,367 actual shares issued and
     outstanding .............................................            255
  Additional paid-in capital .................................        153,512
  Deferred compensation ......................................           (690)
  Notes receivable from shareholders .........................           (752)
  Accumulated deficit ........................................       (147,634)
          Total shareholders' equity .........................      $   4,691
          Total capitalization ...............................      $   4,960


                                  RISK FACTORS

You should  carefully  consider the following  risk factors before you decide to
buy our ordinary shares.  You should also consider the other information in this
prospectus.  If  any  of the  following  risks  actually  occur,  our  business,
financial  condition,  operating  results  or cash  flows  could  be  materially
adversely affected. This could cause the trading price of our ordinary shares to
decline, and you could lose part or all of your investment.  The risks described
below are not the only ones facing us.  Additional  risks not presently known to
us,  or  that we  currently  deem  immaterial,  may  also  impair  our  business

Business Risks

If the market does not respond  favorably  to our new  messaging  solutions  and
related technologies, we will fail to generate revenues.


Our success  will depend on the  acceptance  and use of our  software  messaging
solutions by service providers to provide email services to their customers.  We
cannot estimate the size or growth rate of the potential market for our software
offerings.  If the market for email  software fails to grow or grows more slowly
than we currently  anticipate,  our business will suffer  dramatically.  Even if
that market grows, our solutions may not achieve broad market acceptance.  Since
we  have  only  recently  released  our  new  messaging   platform  for  general
distribution,  we do not have  experience  to evaluate  whether it will  achieve
broad market  acceptance.  Also,  because a preponderance  of our future revenue
will be derived directly or indirectly from our software messaging solutions, if
that market does not grow, our business will likely fail.

Our future revenues are  unpredictable  and our quarterly  operating results may
fluctuate which could adversely affect the value of your investment.

Because we have a limited  history with our new email  solutions  and because of
the  emerging  nature  of the  markets  in  which we  compete,  our  revenue  is
unpredictable.  Our current and future expense levels (although greatly reduced)
are to a large  extent  fixed.  We may be unable to adjust  spending  quickly to
compensate for any revenue  shortfall,  and any  significant  revenue  shortfall
would have an immediate  negative  effect on our results of operations and share

A number  of  factors,  many of which  are  enumerated  in this  "Risk  Factors"
section,  are likely to cause fluctuations in our operating results and/or cause
our share  price to decline.  Other  factors  which may cause such  fluctuations

      o     The market  acceptance  of our new software  messaging  platform and
            related solutions

      o     The size,  timing and  fulfillment  of orders  for our new  software
            messaging solutions;

      o     The success of our selling efforts to service providers;

      o     The  rate  of  adoption  of  new  software  messaging  solutions  by
            enterprise customers in the current economic environment;

      o     The threat of de-listing by the NASDAQ;

      o     The  receipt or payment of  irregular  or  nonrecurring  revenues or

      o     Our ability to successfully develop and market new solutions, as may
            be needed;

      o     Pricing of our solutions; and

      o     Effectiveness of our customer support.

Because  of  differing  operational  factors  and the  material  changes  to our
business model,  period-to-period comparisons of our operating results are not a
good  indication  of our future  performance.  It is likely  that our  operating
results in some quarters will be below market expectations. Because we are going
to market  with new  solutions  and have sold most of our hosted  email  service
businesses, it is difficult to evaluate our business and prospects.

We commenced  operations in 1991,  but we are only  beginning to try to sell our
new software  messaging  solutions after having sold outsourced  Web-based email
services  from 1998  through  2001,  which  itself was a change from our initial
focus on the  sale,  maintenance  and  servicing  of  stand-alone  email  client
software products for mainframe and personal  computers.  In late 2001 and early
2002,  we sold our  hosted  exchange  business  and  assigned  most of our email
service  business to another  company,  to focus  exclusively  on developing and
selling new software messaging  technologies.  This change required us to adjust
our business  processes  and to  restructure  Commtouch.  Therefore,  we have no
operating history as a provider of our new email technologies upon which you may
be able to evaluate  our business  and  prospects.  It is too early to judge the
success of this business.

We have many established competitors who are offering similar solutions

The market for messaging  technologies is intensely competitive and we expect it
to be increasingly  competitive.  Increased  competition could result in pricing
pressures,  low  operating  margins and the  realization  of little or no market
share, any of which could cause our business to suffer.

In the market for email and messaging  software  solutions,  we compete directly
with software solution  providers,  including Critical Path,  OpenWave,  iPlanet
(Sun Microsystems), Mirapoint, Sendmail and Rockcliff, as well as with companies
that develop and maintain  in-house email solutions,  such as Microsoft and IBM.
Furthermore,  certain  small-scale email software providers offer low-cost basic
solutions, but with limited scalability or value-added functionality.  These and


other  companies  could  potentially  leverage their existing  capabilities  and
relationships to enter the service provider email solutions industry.

Our market's level of  competition is likely to increase as current  competitors
increase the sophistication of their offerings and as new participants enter the
market.  In the future, as we expand our offerings,  we may encounter  increased
competition in the development and distribution of these solutions.  Many of our
current and  potential  competitors  have  longer  operating  histories,  larger
customer bases,  greater brand recognition and greater financial,  marketing and
other  resources  than  we  do  and  may  enter  into  strategic  or  commercial
relationships  on more favorable  terms. In addition,  new  technologies and the
expansion of existing  technologies may increase competitive pressures on us. We
may not be able to compete successfully against current and future competitors.

Our ability to increase our revenues will depend on our ability to  successfully
execute our sales and marketing plan.

The complexity of our software messaging solutions and the email software market
require  highly  trained  sales and marketing  personnel to educate  prospective
customers  regarding  the use and  benefits of our  solutions.  We have  limited
experience in selling software solutions to service provider customers.  It will
take time for our  current  and  future  employees  to learn  how to market  our
solutions.  Additionally,  we are unable to predict the success in selling newly
introduced solutions in which we have no experience marketing and are relying on
these solutions to produce a substantial  portion of our revenues in the future.
As a result of these factors,  our sales and marketing  organization  may not be
able to compete  successfully  against the bigger and more experienced sales and
marketing organizations of our competitors.

We have a history of losses and may never achieve profitability.

We incurred net losses of approximately  $19.9 million in 1999, $54.2 million in
2000 and $61.0 in 2001. As of December 31, 2001, we had an  accumulated  deficit
of  approximately  $146.8  million.  We have not achieved  profitability  in any
period,  and we might  continue to incur net losses in the future.  If we do not
achieve profitability, our share price may decline further.

Possible Need For Additional Funds

The Company is very thinly capitalized.  As such, we might become dependent upon
raising  additional funds to finance our business.  Our cash balance at December
31,  2001 was $2.2  million.  If we are unable to raise  additional  funds,  the
Company  could  fail.  There can be no  assurance  that we will be able to raise
necessary  funds or that we will be able to do so on terms  acceptable to us. If
needed,  our  inability to obtain  adequate  capital  would limit our ability to
continue our operations.  Any such additional  funding may result in significant
dilution to existing stockholders.

Risk of Recession

Some of our former customers  continue to operate in the dot-com market based on
internet-centric  business  models and are  experiencing a significant  economic
slowdown and an inability to raise additional capital.

These  former  customers  were  assigned to  MailCentro,  Inc.  (a wholly  owned
subsidiary of CP Software  Group,  Inc.) and  Telecomputing,  Inc. in connection
with  the  Company's  agreements  with  these  companies.   According  to  these
agreements  entered into with  MailCentro,  Inc. and  Telecomputing,  Inc.,  the
Company is  expected  to realize  royalties  on  payments  made by these  former
customers to MailCentro and  Telecomputing  (primarily in 2002).  The ability of
MailCentro and Telecomputing to collect outstanding receivables is significantly
impacted by the liquidity issues of these customers, which may negatively impact
our ability to recognize future revenue based on the afore-stated  royalties. As
a result, we may experience shortfalls in our future revenues.


The loss of our key employees would  adversely  affect our ability to manage our
business,  therefore  causing our  operating  results to suffer and the value of
your investment to further decline.

Our success  depends on the skills,  experience  and  performance  of our senior
management  and  other key  personnel.  The loss of the  services  of any of our
senior  management or other key personnel,  including  Gideon Mantel,  our Chief
Executive Officer and Amir Lev, our President and Chief Technical Officer, could
materially  and  adversely  affect  our  business.  The  loss  of  our  software
developers may also adversely affect our messaging  platform product,  therefore
causing  our  operating  results to suffer and the value of your  investment  to
decline.  We do not have  employment  agreements  inclusive  of set  periods  of
employment with any of these key personnel.  We cannot prevent them from leaving
at any time. We do not maintain key-person life insurance policies on any of our

Our recent head-count reduction from 210 employees to approximately 35 employees
is  significantly  straining our operational  resources.  We have  significantly
curtailed  sales and marketing  resources and this may compromise our ability to
enhance revenues.

Our  business  and  operating  results  could  suffer if we do not  successfully
address the risks inherent in doing business overseas.

At December 31, 2001 we had sales offices in Israel, United States and Japan. We
intend to continue to seek ways to market our  software  messaging  solutions in
international markets by utilizing appropriate distributorship channels, i.e. by
way  of  our  joint  strategic   relationship  with  Unisys  and  other  foreign
representatives.  We may not be able to  compete  effectively  in  international
markets due to various risks  inherent in conducting  business  internationally,
such as:

      o     differing technology standards;

      o     inability  of  distribution  channels  to  successfully  market  our
            software messaging solutions;

      o     export   restrictions,   including   export  controls   relating  to
            encryption technologies;

      o     difficulties in collecting accounts receivable and longer collection

      o     unexpected changes in regulatory requirements;

      o     political and economic instability;

      o     potentially adverse tax consequences; and

      o     potentially reduced protection for intellectual property rights.

Any of these factors could adversely  affect the Company's  international  sales
and, consequently, business and operating results.

Terrorist  attacks such as the attacks that occurred in New York and Washington,
D.C. on September 11, 2001 and other attacks or acts of war may adversely affect
the markets on which our ordinary shares trade, our financial  condition and our
results of operations.

      On  September  11,  2001,  the United  States was the target of  terrorist
attacks of unprecedented  scope.  These attacks have caused major instability in
the U.S. and other financial  markets.  There could be further acts of terrorism
in the United States or elsewhere that could have a similar  impact.  Leaders of
the U.S.  government  have announced their intention to actively pursue and take
military and other action  against  those behind the  September 11, 2001 attacks
and to initiate  broader action  against  national and global  terrorism.  Armed
hostilities  or further acts of terrorism  would cause  further  instability  in
financial  markets and could  directly  impact our  financial  condition and our
results of operations.


Technology Risks

We might not have the  resources  or skills  required  to adapt to the  changing
technological  requirements and shifting  preferences of our customers and their

The internet messaging industry is characterized by rapid technological  change,
changes in end user  requirements  and  preferences,  and the  emergence  of new
industry standards and practices that could render our solutions and proprietary
technology obsolete. Our success depends, in part, on our ability to continually
enhance our existing email and messaging solutions and to develop new solutions,
functions and technology that address the increasingly  sophisticated and varied
needs  of  our  prospective  customers  and  their  users.  The  development  of
proprietary  technology and necessary enhancements entails significant technical
and business risks and requires substantial  expenditures and lead-time.  We may
not be able to keep pace with the latest technological developments.  We may not
be able to use new  technologies  effectively  or adapt to  customer or end user
requirements or emerging industry  standards.  Also, we must be able to act more
quickly than our competition.

Our  software  may be  adversely  affected  by  defects,  which  could cause our
customers or end users to stop using our solutions.

Our solutions are based upon new and complex  software.  Complex  software often
contains  defects,  particularly  when first introduced or when new versions are
released.  Although we conduct extensive  testing,  we may not discover software
defects  that affect our new or current  solutions or  enhancements  until after
they are  delivered.  Although we have not  experienced  any  material  software
defects to date in our service offering, it is possible that, despite testing by
us, defects may exist in the software we sell. These defects could cause service
interruptions  for our customers that could damage our reputation,  create legal
risks,  cause  us to  lose  revenue,  delay  market  acceptance  or  divert  our
development resources, any of which could cause our business to suffer.

Investment Risks

We may need additional capital.

We have  invested  heavily in technology  development.  We expect to continue to
spend  financial and other resources on developing and introducing new offerings
and maintaining our corporate organizations and strategic relationships. We also
expect to invest  resources  in  research  and  development  projects to develop
enhanced service provider messaging solutions.

Based on the cash balance at December 31, 2001, current projections of revenues,
related  expenses,  the sale of the  Wingra  subsidiary  and  completion  of the
private  investment  round,  the  Company  believes  it has  sufficient  cash to
continue operations for at least the next twelve months.

We are  subject to a class  action  lawsuit  which may have a  material  adverse
effect on us.

Following  our  restatement  of revenues  for the first three  quarters of 2000,
several class action lawsuits were filed in the United States District Court for
the  Northern  District  of  California  against  the Company and certain of our
officers and a director,  alleging violations of the antifraud provisions of the
Securities Exchange Act of 1934 arising from the Company's financial statements.
These lawsuits were consolidated into one action in late 2001.  Thereafter,  the
Company filed a Motion to Dismiss, which has been granted, though the plaintiffs
have been  granted  leave to amend the  complaint,  which  they have  done.  The
defendants have filed a Motion to Dismiss this amended complaint, and the matter
is set for review by the court in mid-June 2002.  While we are unable to predict
the ultimate  outcome of the  consolidated  claim, we believe that it is without
merit and intend to continue to vigorously defend ourselves.


If we cannot  satisfy  Nasdaq's  maintenance  requirements,  it may  delist  our
ordinary  shares and we may not have an active  public  market for our  ordinary
shares, which would likely make our shares an illiquid investment.

Our ordinary shares are quoted on the Nasdaq National Market.  To continue to be
listed,  our shares must have a minimum bid price of $1.00 per share and we must
maintain a minimum market value of our publicly held shares of $5,000,000, among
other  requirements.  Our shares have a minimum bid price of less than $1.00 per
share and the minimum market value is under $5,000,000.  Consequently, we do not
satisfy  the  Nasdaq  listing  requirements  and may not be able to do so in the
future. Nasdaq has recently notified us that our stock may be delisted as of May
15,  2002.  If this  occurs,  trading  in the  shares  may be  conducted  in the
over-the-counter  market in the so-called  "pink  sheets" or, if available,  the
"OTC  Bulletin  Board  Service." As a result,  an investor  would likely find it
significantly more difficult to dispose of, or to obtain accurate  quotations as
to the value of, our shares.

Nasdaq also may delist our shares if it deems it necessary to protect  investors
and the public interest.

If our shares are delisted,  they may become  subject to the SEC's "penny stock"
rules and be more difficult to sell.

SEC rules  require  brokers to provide  information  to purchasers of securities
traded at less than $5.00 and not traded on a national  securities  exchange  or
quoted on the Nasdaq Stock  Market.  If our shares  become "penny stock" that is
not exempt  from these SEC rules,  these  disclosure  requirements  may have the
effect of reducing  trading  activity in our shares and making it more difficult
for  investors  to  sell.  The  rules  require  a  broker-dealer  to  deliver  a
standardized  risk  disclosure  document  prepared  by  the  SEC  that  provides
information  about  penny  stocks and the nature and level of risks in the penny
market.  The  broker  must also give bid and offer  quotations  and  broker  and
salesperson compensation information to the customer orally or in writing before
or with the confirmation.  The SEC rules also require a broker to make a special
written  determination  that the penny  stock is a suitable  investment  for the
purchaser  and receive the  purchaser's  written  agreement  to the  transaction
before a transaction in a penny stock.

Our directors,  executive  officers and principal  shareholders  will be able to
exert  significant  influence over matters  requiring  shareholder  approval and
could delay or prevent a change of control.

Our directors and  affiliates of our directors,  our executive  officers and our
shareholders  who currently  individually  own over five percent of our ordinary
shares,  beneficially  own,  in  the  aggregate,   approximately  18.5%  of  our
outstanding  ordinary shares. If they vote together,  these shareholders will be
able to exercise  significant  influence over all matters requiring  shareholder
approval,  including  the  election of  directors  and  approval of  significant
corporate  transactions.  This  concentration  of ownership  could also delay or
prevent a change in control of Commtouch.

Jan Eddy,  the President  and Chief  Executive  Officer of Wingra  Technologies,
beneficially owns approximately 5% of our outstanding  ordinary shares issued to
her in connection  with our  acquisition of Wingra  Technologies on November 24,

InfoSpace beneficially owns approximately 5% of our outstanding ordinary shares.
InfoSpace  merged with Go2Net in October 2000.  In  connection  with this merger
InfoSpace  assumed  Go2Net shares,  warrants and rights.  In 1999, in connection
with entering into an email services agreement, we issued to InfoSpace a warrant
to purchase  1,136,000 ordinary shares at an exercise price of $12.80 per share.
Concurrent with Commtouch Inc.  entering into the email services  agreement,  we
issued 896,057  ordinary  shares to InfoSpace and 448,029 in ordinary  shares to
Vulcan  Ventures in a private  placement  at $14.88 per share.  We believe  that
Vulcan Ventures divested itself of all of its shareholdings in the Company.  The
warrant is non-forfeitable,  fully vested and immediately exercisable,  and will
expire  in July  2004.  Assuming  exercise  of the  InfoSpace  warrant  on a net
issuance basis, the warrant currently has no impact on beneficial ownership,  as
the warrant is currently underwater.


Certain of the  Selling  Securityholders  in this  offering  hold over 5% of our
outstanding ordinary shares (See "Selling Securityholders" below).

These  significant  shareholders  will be able to  significantly  influence  and
possibly  exercise  control  over  most  matters   requiring   approval  by  our
shareholders,  including the election of directors  and approval of  significant
corporate transactions. This concentration of ownership may also have the effect
of delaying or  preventing  a change in  control.  InfoSpace  will also have the
right to name one director to our Board as long as it continues to hold at least
620,022  shares,  including  the shares  issuable upon exercise of the InfoSpace
warrant. It named Thomas Camp to the Board under this provision, who resigned on
August 22, 2001 and was not replaced by  Infospace.  In  addition,  conflicts of
interest may arise as a consequence of these  significant  shareholders  control
relationship with us, including:

      o     conflicts   between   significant   shareholders,   and  our   other
            shareholders whose interests may differ with respect to, among other
            things,   our   strategic   direction   or   significant   corporate

      o     conflicts related to corporate  opportunities  that could be pursued
            by us, on the one hand, or by these shareholders, on the other hand;

      o     conflicts  related  to  existing  or new  contractual  relationships
            between us, on the one hand,  and these  shareholders,  on the other

Substantial sales of our ordinary shares could adversely affect our share price.

The sale, or  availability  for sale, of substantial  quantities of our ordinary
shares may have the  effect of further  depressing  its  market  price.  A large
number  of  our  ordinary  shares  which  were  previously   subject  to  resale
restrictions,  are  currently  eligible  for resale.  In addition a  significant
number of shares  will be  eligible  for resale at  various  dates in the future
pursuant to this Registration Statement.

The  shares  issued  to  the  Selling   Securityholders   will  dilute  existing

Risk of failure to obtain registration rights for the private placement

According to the agreement with the Selling Securityholders,  should the Company
fail to meet  certain  deadlines  for  filing  the  Registration  Statement  and
achieving the  effectiveness  thereof,  the Company  risks having  imposed on it
liquidated damages as defined in the agreement.

Intellectual Property Risks

If we fail to  adequately  protect our  intellectual  property  rights or face a
claim of intellectual  property infringement by a third party, we could lose our
intellectual property rights or be liable for significant damages.

We regard our copyrights,  service marks, trademarks,  trade secrets and similar
intellectual  property as critical to our  success,  and rely on  trademark  and
copyright law, trade secret protection and confidentiality or license agreements
with our  employees  and  customers  to protect our  proprietary  rights.  Third
parties may infringe or  misappropriate  our copyrights,  trademarks and similar
proprietary rights.  Although we have not filed any patent applications,  we may
seek to patent  certain  software or other  technology  in the future.  Any such
future patent  applications  may not be issued within the scope of the claims we
seek, or at all. We cannot be certain that our software does not infringe issued
patents that may relate to our software  products.  In addition,  because patent
applications in the United States are not publicly disclosed until the patent is
issued, applications may have been filed which relate to our software products.

Despite our precautions, unauthorized third parties may copy certain portions of
our technology or reverse  engineer or obtain and use information that we regard


proprietary.  In  addition,  the laws of some  foreign  countries do not protect
proprietary  rights to the same extent as do the laws of the United States.  Our
means of protecting  our  proprietary  rights in the United States or abroad may
not be adequate and competitors may independently develop similar technology.

Governmental  regulation and legal  uncertainties could impair the growth of the
internet and decrease  demand for our software  messaging  solutions or increase
our cost of doing business.

There are currently few laws and regulations directly applicable to the internet
and  commercial  email  services.  However,  a number of laws have been proposed
involving  the  internet,  including  laws  addressing  user  privacy,  pricing,
content, copyright,  antitrust,  distribution and characteristics and quality of
products and services.  Further,  the growth and  development  of the market for
email may prompt  calls for more  stringent  consumer  protection  laws that may
impose additional burdens on companies conducting business online. Moreover, the
applicability  to  the  internet  of  existing  laws  in  various  jurisdictions
governing issues such as property  ownership,  sales and other taxes,  libel and
personal  privacy is  uncertain  and may take years to resolve.  The adoption of
additional  laws  or  regulations,  or  the  application  of  existing  laws  or
regulations to the internet, may impair the growth of the internet or commercial
online  services.  This could  decrease the demand for our software and increase
our  cost of doing  business,  or  otherwise  harm our  business  and  operating

Risks Relating to Operations in Israel

We have  important  facilities  and  resources  located  in  Israel,  which  has
historically  experienced severe economic instability and military and political

We are  incorporated  under  the laws of the  State  of  Israel.  Our  principal
research   and   development   facilities   are  located  in  Israel.   Although
substantially  all of our past sales were made to customers  outside Israel,  we
are  nonetheless  directly  influenced by the  political,  economic and military
conditions  affecting  Israel.  Any major  hostilities  involving Israel, or the
interruption  or  curtailment  of trade between  Israel and its present  trading
partners, could significantly harm our business, operating results and financial

Israel's economy has been subject to numerous destabilizing factors, including a
period of rampant  inflation in the early to  mid-1980's,  low foreign  exchange
reserves,  fluctuations in world commodity prices,  military conflicts and civil
unrest.  In addition,  Israel and some companies doing business with Israel have
been the  subject  of an  economic  boycott  by Arab  countries  since  Israel's
establishment. These restrictive laws and policies may have an adverse impact on
our operating results, financial condition or expansion of our business.

Since the establishment of the State of Israel in 1948, a state of hostility has
existed,  varying in degree and  intensity,  between  Israel  and  certain  Arab
countries.   Since  September  2000,  a  continuous   armed  conflict  with  the
Palestinian  Authority has been taking place.  Although  Israel has entered into
various  agreements with certain Arab countries and the  Palestinian  Authority,
and various  declarations have been signed in connection with efforts to resolve
some of the economic and political problems in the Middle East, Israel continues
to face  hostile  actions and threats from  various  elements in the region.  We
cannot predict whether or in what manner these problems will be resolved.

Our results of operations  may be negatively  affected by the  obligation of key
personnel to perform military service.

Certain of our officers and employees are currently  obligated to perform annual
reserve  duty in the Israel  Defense  Forces and are subject to being called for
active military duty at any time.  Although  Commtouch has operated  effectively
under these  requirements  since its inception,  we cannot predict the effect of
these obligations on Commtouch in the future.  Our operations could be disrupted
by the absence,  for a significant period, of one or more of our officers or key
employees due to military service.


Because a substantial  portion of our revenues are generated in U.S. dollars and
a portion of our expenses are  incurred in New Israeli  Shekels,  our results of
operations may be adversely affected by inflation and currency fluctuations.

We generate a  substantial  portion of our revenues in U.S.  dollars and incur a
portion of our expenses,  principally salaries and related personnel expenses in
Israel, in New Israeli Shekels, commonly referred to as NIS. As a result, we are
exposed to the risk that the rate of inflation in Israel will exceed the rate of
devaluation  of the NIS in  relation  to the  dollar  or that the  timing of any
devaluation may lag behind  inflation in Israel.  While in recent years the rate
of devaluation of the NIS against the dollar has generally  exceeded the rate of
inflation,  which is a reversal  from prior  years,  we cannot be sure that this
reversal  will  continue.  If the  dollar  cost  of  our  operations  in  Israel
increases, our dollar-measured results of operations will be adversely affected.
Our  operations  also  could be  adversely  affected  if we are  unable to guard
against  currency  fluctuations  in the future.  Accordingly,  we may enter into
currency  hedging  transactions to decrease the risk of financial  exposure from
fluctuations in the exchange rate of the dollar against the NIS. These measures,
however,  may not adequately protect us from material adverse effects due to the
impact of inflation in Israel.

The Government  programs and benefits which we currently  receive  require us to
meet several conditions and may be terminated or reduced in the future.

Prior to 1998, we received  grants from the  Government  of Israel,  through the
Office of the Chief  Scientist,  or the OCS, for the  financing of a significant
portion of our  research and  development  expenditures  in Israel.  In 2001 and
2002, we applied for additional grants and we may apply for additional grants in
the  future.  In 1999 and 2000,  we did not  receive any grants from the OCS. In
2001 we received  $0.6 million and we expect the  percentage of our research and
development  expenditures financed from OCS grants will continue to remain quite
low.  The OCS  budget  has been  subject  to  reductions  which may  affect  the
availability  of funds for these grants in the future.  Therefore,  we cannot be
certain that we will continue to receive  grants at the same rate, or at all. In
addition, the terms of any future OCS grants may be less favorable than our past
grants.  In connection  with research and  development  grants received from the
OCS, we must pay  royalties  to the OCS on the revenue  derived from the sale of
products, technologies and services developed with grants from the OCS.

The terms of the OCS  grants and the law  pursuant  to which the grants are made
restrict our ability to manufacture products or transfer technologies  developed
using OCS grants outside of Israel.  This  restriction  may limit our ability to
enter into agreements for those products or technologies,  without OCS approval.
We cannot be certain  that the  approvals  of the OCS will be  obtained on terms
that are acceptable to us, or at all. In connection with our grant applications,
we have made  representations and covenants to the OCS. The funding from the OCS
is subject to the accuracy of these  representations  and  covenants  and to our
compliance with the conditions and  restrictions  imposed by the OCS. If we fail
to comply with any of these conditions or restrictions,  we could be required to
repay any grants previously received,  together with interest and penalties, and
would likely be ineligible to receive OCS grants in the future.

The projects for which we received  grants from the OCS prior to 1998 ultimately
failed and the relevant payments were made for the revenues generated from these
projects.  The Company will not be obligated  to pay future  royalties  for such
projects  through 2001, since no future revenue is expected from these projects.
Accordingly,  the  Company  decided  to write down the $0.4  million  accrual it
recorded in past years and determined  that as of December 31, 2001 there are no
contingent  liabilities  for royalties from these  projects.  In March 2002, the
Company  submitted  an  application  for  project  failure  with regard to these
projects.  However,  the  ultimate  liability  is  subject  to the review of the
Government  of Israel.  With regard to the grant  received in 2001, a contingent
liability of $0.6 million exists.

The tax benefits we are currently  entitled to from the Government of Israel may
be reduced or terminated in the future.


Pursuant to the Law for the Encouragement of Capital Investments, the Government
of Israel through the Investment Center has granted "approved enterprise" status
to a portion  of our  capital  investment  programs.  The  portion of our income
derived  from our  approved  enterprise  program  will be exempt  from tax for a
limited  period  of two  years  commencing  in the  first  year in which we have
taxable income, and will be subject to a reduced tax for an additional period of
five to eight years  dependent on the  percentage of foreign  shareholders.  The
benefits   available  to  an  approved   enterprise  are  conditioned  upon  the
fulfillment  of conditions  regarding a required  amount of investments in fixed
assets and a portion of these investments being made with net proceeds of equity
capital  raised  by us as  stipulated  in  applicable  law  and in the  specific
certificates of approval.  If we fail to comply with these conditions,  in whole
or in part, we may be required to pay  additional  taxes for the period in which
we  benefited  from the tax  exemption  or reduced tax rates and would likely be
denied these benefits in the future. From time to time, the Government of Israel
has discussed  reducing or eliminating the benefits available under the approved
enterprise  program. It is possible that these tax benefits may not be continued
in the future at their current levels or at all.

Israeli  courts might not enforce  judgments  rendered  outside of Israel and it
might therefore be difficult for an investor to recover any judgment against any
of our officers or directors resident in Israel.

We  are  organized  under  the  laws  of  Israel,  and we  maintain  significant
operations  in  Israel.  Certain of our  officers  and  directors  named in this
prospectus reside outside of the United States. Therefore, you might not be able
to enforce any judgment  obtained in the U.S. against us or any of such persons.
You might not be able to bring civil actions under U.S.  securities  laws if you
file a lawsuit in Israel.  However,  we have been advised by our Israeli counsel
that,  subject  to  certain  limitations,  Israeli  courts  may  enforce a final
judgment of a U.S. court for liquidated amounts in civil matters after a hearing
in Israel. We have appointed  Commtouch Software Inc., our U.S.  subsidiary,  as
our agent to receive  service of process in any action  against us arising  from
this  prospectus.  We have not given our consent for our agent to accept service
of process in connection  with any other claim and it may therefore be difficult
for an investor to effect  service of process  against us or any of our non-U.S.
officers,  directors  and  experts  relating to any other  claims.  If a foreign
judgment is enforced by an Israeli court, it may be payable in Israeli currency.

Provisions of Israeli law may delay, prevent or make difficult an acquisition of
Commtouch,  which could  prevent a change of control and  therefore  depress the
price of our shares.

Israeli corporate law regulates  mergers,  votes required to approve mergers and
acquisitions  of shares through tender offers,  requires  special  approvals for
transactions involving significant shareholders and regulates other matters that
may be  relevant  to  these  types  of  transactions.  Furthermore,  Israel  tax
considerations may make potential  transactions  unappealing to us or to some of
our shareholders.

Proposed tax reform in Israel may reduce our tax benefits, which might adversely
affect our profitability.

On May 4,  2000,  a  committee  chaired by the  former  Director  General of the
Israeli  Ministry of Finance issued a report  recommending a sweeping  reform in
the Israeli system of taxation.  The proposed reform would  significantly  alter
the  taxation of  individuals,  and would also  affect  corporate  taxation.  In
particular,  the  proposed  reform  would  reduce,  but not  eliminate,  the tax
benefits  available to approved  enterprises  such as ours. The Israeli  cabinet
approved the  recommendations  in principle,  but  implementation  of the reform
requires  legislation  by  Israel's  Knesset.  In the  interim  there  have been
significant political and economic changes. On February 26, 2002 the Minister of
Finance  appointed a new committee to recommend tax reforms,  and this committee
is expected  to submit a report  within 90 days.  The Company  cannot be certain
whether the  proposed  reform  will be adopted,  when it will be adopted or what
form any reform will ultimately take.


You should rely only on the information  contained in this  prospectus.  We have
not authorized any other person to provide you with different information.  This
prospectus  is not an offer to sell,  nor is it seeking  an offer to buy,  these
securities in any  jurisdiction  where the offer or sale is not  permitted.  The
information  in this  prospectus  is complete and accurate as of the date on the
front cover, but the information may have changed since that date.



                              THE OFFER AND LISTING

The Offering

Ordinary shares offered ................................    7,095,886 shares

Ordinary shares outstanding after the offering .........   24,766,322 shares
prior to the offering on April 16, 2002 of 22,105,367]     [based on ordinary
                                                           shares outstanding

Use of proceeds ........................................   We will not receive
                                                           any of the proceeds
                                                           from the sale of the
                                                           shares by the Selling
                                                           Securityholders in
                                                           this offering.

NASDAQ National Market Symbol ..........................   CTCH

Shares will be offered on a registered basis and not as bearer shares.

Except as otherwise  specified,  all  information in this prospectus is based on
the number of shares outstanding as of December 31, 2001, and:

      o     assumes  the  issuance  of 298,538  ordinary  shares  issuable  upon
            exercise of options  granted to  executive  officers  and  directors
            within 60 days of December 31, 2001 at a weighted  average  exercise
            price of $0.31 per share; and

      o     with respect to financial information, is reported in U.S. dollars;

and does not include:

      o     2,915,689 ordinary shares issuable to employees and consultants upon
            exercise of  outstanding  options  under our stock  option plans and
            stock option agreements as of December 31, 2001 at aweighted average
            exercise price of $0.46; and

      o     2,303,885  ordinary  shares  available  for future grant or issuance
            under our stock option and stock  purchase  plans as of December 31,

Market Information

The Company's  Ordinary  Shares have traded  publicly on The Nasdaq Stock Market
under the symbol "CTCH" since July 13, 1999.

The  following  table  lists  the  high and low  closing  sales  prices  for the
Company's Ordinary Shares, for the periods indicated,  as reported by The Nasdaq
Stock Market:

                                                            High          Low
                                                          --------      --------
Third Quarter (beginning July 13, 1999)                   $ 22.625      $11.0625
Fourth Quarter                                             14.3125        49.125

 First Quarter                                            $  66.50      $35.5625
 Second Quarter                                             14.625       38.5625
 Third Quarter                                               16.50       33.9375
 Fourth Quarter                                           $  19.25      $   7.44


                                                            High          Low
                                                          --------      --------
 First Quarter                                            $   3.81      $   0.75
 Second Quarter                                               1.19          0.28
 Third Quarter                                                0.67          0.20
 Fourth Quarter                                           $   0.46      $   0.20
 First Quarter                                            $   0.43      $   0.23

Most Recent Six Months:

November 2001                                             $   0.46          0.20
December 2001                                                 0.35          0.25
January 2002                                                  0.43          0.24
February 2002                                                 0.36          0.25
March 2002                                                    0.29          0.23
April 2002                                                    0.25          0.16
                                                          --------      --------


We will not  receive  any  proceeds  from the sale of the shares by the  Selling
Securityholders in this offering.

                             SELLING SECURITYHOLDERS

The following table presents information provided by the Selling Securityholders
with respect to  beneficial  ownership  of our  ordinary  shares as of April 16,
2002,  and as  adjusted  to  reflect  the  sale of the  shares  offered  by this
prospectus,  by the Selling  Securityholders  and assumes  that all shares being
offered by this prospectus are ultimately sold in the offering.

The table includes all shares issuable within 60 days of April 16, 2002 upon the
exercise  of  options,  warrants  and  other  rights  beneficially  owned by the
indicated  shareholders  on that date.  Beneficial  ownership as set forth below
includes the power to direct the voting or the  disposition of the securities or
to  receive  the  economic  benefit  of  ownership  of  the  securities.  To our
knowledge, except for individuals affected by applicable community property laws
or as otherwise indicated, the persons named in the table have sole voting, sole
investment  control and sole right to receive the economic  benefit with respect
to  all  shares  listed.  The  applicable   percentage  of  ownership  for  each
shareholder is based on 22,105,367  ordinary shares  outstanding as of April 16,
2002 and  24,766,322  ordinary  shares  outstanding  immediately  following  the
completion of this offering,  together with  applicable  options and/or warrants
for that shareholder that are exercisable within 60 days of April 16, 2002.

                                       Shares Beneficially           to be         Shares Beneficially
                                     Owned Prior to Offering        Offered        Owned After Offering
                                                  Percent of                                  Percent of
                                                  Outstanding                                 Outstanding
Name of Beneficial Owner            Number          Shares          Number       Number         Shares
Ehud Hillman                          138,985         .62             136,985        2,000       .008
I.D. No. 051745818
Amirim 12, Tel-Aviv,
Gil Agmon                             136,985         .61             136,985            0         0
Barazani 11, Ramat Aviv, Tel
Aviv, Israel
ID No: 570261822
Jacob Benasayag                       136,985         .61             136,985            0         0
I.D. No. 16538100
Haduhifat 41, Raanana, Israel


                                       Shares Beneficially           to be         Shares Beneficially
                                     Owned Prior to Offering        Offered        Owned After Offering
                                                  Percent of                                  Percent of
                                                  Outstanding                                 Outstanding
Name of Beneficial Owner            Number          Shares          Number       Number         Shares
Arie Pundak                           136,985         .61             136,985            0         0
I.D.  No.  065178444
Asher Bar-Lev 5/13
Petach-Tikva, Israel
Danitan Nihul Ltd.                    161,985         .73             136,985       25,000        .1
Reg. No.  511718470
Lamerhav 53b', Ramat Hasharon,
Israel - 47226
Gideon Mantel 1/                    1,656,920        7.32           1,123,288      533,632       2.147
c/o Commtouch Software, Inc.
1300 Crittenden Lane, Ste. 102
Mountain View, CA  94043-4655
Amir Lev 1/                           648,599         2.9             273,974      374,625       1.507
Be'er Gan St. 17
Ein Vered, 40696 Israel
Nahum Sharfman 2/                   1,314,067        5.84             931,506      382,561       1.544
22 Hameyasdim St.
Karkur, Israel 37064
Origami Ltd.                          547,945        2.45             547,945            0         0
57 Achad Ha'am St.
Tel Aviv, CA 65207
Dr. A.I. Mlavsky                      273,974        1.23             273,974            0         0
c/o Gemini Israel Venture
    Funds Ltd.
9 Hamenofim Street
Herzliya  46725, Israel
Yossi Sela                            273,974        1.23             273,974            0         0
c/o Gemini Israel Venture Funds
9 Hamenofim Street
Herzliya  46725, Israel
OZF Ltd.                            1,643,834        7.23           1,643,834            0         0
Tropic Isle Building
Wickhams Cay, P.O. Box 964
Road Town, Tortola, British
Virgin Islands
c/o Tis Prager, Prager
Dreifuss, Muehlebachstr. 6,
CH-8008 Zurich, Switzerland
Victor Haim Amara                     548,345        2.45             547,945          400       .002%
Marcus St. 8
Jerusalem, 92333 Israel
Shmuel Sagi                           628,945        2.81             547,945       81,000       .327
PO Box 589
Karkur, 37105 Israel
McCutchen, Doyle, Brown &             246,576        1.11             246,576            0         0
Enersen 3/
Three Embarcadero Center
San Francisco, CA 94111
TOTALS                              8,495,104       34.04           7,095,886     1,399,218     5.607

1/  Messrs.  Mantel  and Lev are,  respectively,  Chief  Executive  Officer  and
director, and President, Chief Technology Officer and director, of Commtouch.

2/ Mr. Sharfman is a director of Commtouch.

3/ McCutchen, Doyle, Brown & Enersen, LLP represents Commtouch in U.S. corporate
and  securities  matters and has passed upon certain legal matters for Commtouch
in connection with this offering (See "Legal Matters" below).


                         SHARES ELIGIBLE FOR FUTURE SALE

Freely Tradeable Shares--Registered Shares

Future sales of substantial amounts of our ordinary shares in the public market,
or the possibility of these sales occurring,  could adversely affect  prevailing
market  prices for our ordinary  shares or our future  ability to raise  capital
through an offering of equity securities.

As of December  31, 2001 we had  17,496,819  ordinary  shares  outstanding.  The
3,450,000  ordinary shares sold in our initial public offering in July 1999; the
1,344,086  ordinary shares and the 1,136,000 shares underlying a warrant held by
InfoSpace and Vulcan Ventures  registered in 2000 in a secondary  offering along
with the 707,965 ordinary shares we issued to Microsoft Corporation; the 315,789
shares we issued to Rideau Ltd., a private  investor,  on June 30, 2001; and the
1,406,612  shares  registered  in  August  2001  in  a  secondary  offering  for
shareholders  of Wingra,  a former  subsidiary  of the  Company,  are all freely
tradable in the public market  without  restriction  under the  Securities  Act,
unless the  shares  are held by  "affiliates"  of the  Company,  as that term is
defined in Rule 144 under the Securities Act. In addition,  the 7,095,886 shares
to  which  this  prospectus  relates  will  also  be  freely  tradeable  without
restriction, unless otherwise indicated in the related prospectus supplement.

We have  3,684,211  shares  remaining  under  an  effective  shelf  Registration
Statement on file with the SEC, all of which will be freely  tradeable  when, as
and if issued.

Pursuant to our stock purchase agreement with Hughes Holdings L.L.C., dated June
5, 2001,  Commtouch intended to sell 850,000 ordinary shares in increments of at
least  $250,000  worth of ordinary  shares per week.  Hughes was also granted an
option to  purchase  an  additional  1,400,000  ordinary  shares,  plus  warrant
coverage of 10%.  With the price per ordinary  share having  fallen below $0.75,
Hughes had the right and chose not to fund the transactions.  Despite the above,
the  agreement  has not formally  terminated.  Any shares  issued to Hughes will
originate from our shelf Registration Statement.  The shares which may be issued
to Hughes, if issued,  will be freely  tradeable,  as will the shares underlying
any warrants which we may issue to Hughes for 85,000 shares and 140,000  shares,
respectively, in connection with these two potential purchases.

Freely Tradeable Shares--Shares Under Employee Benefit Plans

On  January  20,  2000,  we filed a Form S-8  Registration  Statement  under the
Securities Act to register 5,400,000 ordinary shares issuable in connection with
option  exercises  and shares  reserved for  issuance  under all stock plans and
agreements as well as 150,000 ordinary shares under the Company's Employee Stock
Purchase  Plan which the Company may issue to employees  from time to time.  The
Company also issues  employee and director stock options from time to time. Such
options are subject to vesting  periods  after which the shares may be resold by
the holders,  subject to Rule 144 limitations if the holder is an affiliate.  Of
_4,772,358 options issued, _281,830 option shares were vested and unexercised as
of December 31, 2001 and 1,262,514 options had been exercised. On July 20, 2001,
the Company  filed  another Form S-8  Registration  Statement  to  register:  an
additional 250,000 of our ordinary shares approved by our shareholders on August
10, 2000 for  issuance  under the  Company's  director  stock  option  plan;  an
additional  79,156 shares  issuable  under our Employee Stock Purchase Plan; and
162,257 shares  underlying  options  issuable to employees of Wingra pursuant to
the terms of the Wingra merger agreement and the Wingra  Technologies,  LLC 1998
Unit Option Plan.

On April 30, 2001 our Board of Directors approved the "repricing" of outstanding
stock options previously  granted to employees.  Previously granted options were
subsequently  cancelled and new options  issued with an exercise  price equal to


$0.0125 per share par value of the shares.  Unexercised  options  subject to the
repricing  had an  original  exercise  price  of more  than $10 per  share.  The
replacement  options vest over three years with 1/3 vesting on February 15, 2002
and the  remaining  2/3  vesting  every six months  for the next two years.  The
decreased  option  exercise  price is lower than the current market price of our
stock which may cause optionees to exercise  options and immediately  resell the
shares  received in the  exercise on the open market,  which may cause  downward
pressure on the price of the shares.  Options to purchase  1,521,988 shares were
covered by this repricing.

Restricted Shares--Rule 144

The remaining  ordinary shares outstanding upon completion of this offering will
be "restricted securities" as that term is defined under Rule 144. We issued and
sold  these  restricted  securities  in  private  transactions  in  reliance  on
exemptions from registration under the Securities Act. Restricted securities may
be sold in the public market only if they are  registered or if they qualify for
an exemption from  registration  under Rule 144 or Rule 701 under the Securities
Act, as  summarized  below.  We believe  that the  majority of these  shares may
fulfill the requirements of Rule 144(k).

Most of the  restricted  shares are subject to certain  volume and other  resale
restrictions  pursuant  to Rule  144  because  the  holders  are  affiliates  of
Commtouch.  In general,  under Rule 144, an affiliate of Commtouch,  or a person
(including a group of related persons whose shares must be aggregated  under the
Rule) who has beneficially  owned restricted  shares for at least one year, will
be entitled to sell in any  three-month  period a number of shares that does not
exceed the greater of

      o     1% of the then outstanding  ordinary shares  (approximately  176,704
            shares immediately following completion of the offering), or

      o     the average  weekly  trading  volume during the four calendar  weeks
            preceding  the date on which  notice  of the sale is filed  with the

Sales  pursuant  to Rule 144 are  subject to certain  requirements  relating  to
manner of sale,  notice and  availability  of current public  information  about
Commtouch. A person who was not an affiliate of Commtouch for 90 days before the
sale and who has  beneficially  owned the shares for at least two years may sell
under Rule 144(k) without regard to the above limitations.

Additional Restrictions

In  addition  to the  restrictions  imposed  by  the  securities  laws,  670,180
restricted  shares were issued to certain  Commtouch  employees under agreements
which give  Commtouch  Inc. a  repurchase  option on any  unvested  shares.  The
repurchase   option  lapses   ratably  over  time.  As  of  December  31,  2001,
approximately 6,308 ordinary shares are subject to repurchase.


The Selling Securityholders may sell, directly or through brokers, the ordinary
shares  in one or more long or short  transactions  at fixed  prices,  at market
prices at the time of sale, at varying prices  determined at the time of sale or
at negotiated prices.

Although  none of the  Selling  Securityholders  has advised us of the manner in
which such  Securityholder  currently  intends to sell ordinary  shares  offered
hereby,  the  Selling  Securityholders  may choose to sell all or a portion  (or
none)  of such  shares  from  time  to  time  in one or  more  of the  following

      o     On any national  securities  exchange or quotation  service on which
            the  ordinary  shares  may be  listed or quoted at the time of sale,
            including the Nasdaq National Market;


      o     In the over-the-counter market;

      o     In private transactions;

      o     Through options or other derivative instruments;

      o     By pledge to secure debts or other obligations;

      o     Through block transactions;

      o     Any other legally available means; or

      o     A combination of any of the above transactions.

In connection with such sales, the Selling Securityholders and any participating
broker may be deemed to be  "underwriters"  of the shares  within the meaning of
the Securities Act, although the offering of these securities may not be
underwritten by a broker-dealer firm. If a Selling  Securityholder  qualifies as
an  "underwriter"  under the  Securities Act and the rules and  regulations  and
interpretations  thereunder,  such  person  will be  subject  to the  prospectus
delivery  requirements of the Act. Such broker-dealers may receive  compensation
in the form of  underwriting  discounts,  concessions  or  commissions  from the
Selling Securityholders. Any such commissions and profits realized on any resale
of the shares might be deemed to be underwriting discounts and commissions under
the Securities Act. Sales in the market may be made to  broker-dealers  making a
market in the ordinary shares or other broker-dealers,  and such broker-dealers,
upon their resale of such  securities,  may be deemed to be underwriters in this

In addition,  any ordinary  shares offered by this  prospectus  that qualify for
sale  pursuant to Rule 144 under the  Securities  Act may be sold under Rule 144
rather than pursuant to this prospectus.

The Company will bear all costs and expenses of the registration under the
Securities Act and certain state securities laws of the ordinary  shares,  other
than  any  discounts  or  commissions  payable  with  respect  to  sales of such

From time to time this  prospectus may be supplemented or amended as required by
the Securities  Act. During any time when a supplement or amendment is required,
the  Selling  Securityholders  are  required  to stop  making  sales  until  the
prospectus has been supplemented or amended. Further, the Company is required to
maintain the  effectiveness of the  Registration  Statement until the earlier of
(i) the date that all of the shares  offered  hereby have been sold  pursuant to
this prospectus,  (ii) the date the Selling  Securityholders  receive an opinion
from counsel to the Company that the shares offered hereby may be sold under the
provisions of Rule 144 without limitation as to volume,  (iii) the date that all
shares offered  hereby have been otherwise  transferred to persons who may trade
such shares without  restriction  under the Securities  Act, and the Company has
delivered a new  certificate  or other evidence of ownership for such shares not
bearing  a  restrictive  legend,  or (iv)  eighteen  months  from  the  date the
Registration Statement of which this prospectus is a part became effective.

We will make copies of this prospectus available to the Selling  Securityholders
and have informed the Selling Securityholders of the need for delivery of a copy
of this  prospectus to each purchaser of the ordinary  shares prior to or at the
time of such sale.

Pursuant to the terms under which the ordinary shares were issued to the Selling
Securityholders, the Company has agreed to indemnify the Selling Securityholders
and certain of their associates  against such liabilities as they may incur as a
result of any untrue statement of a material fact in the Registration Statement,
or any omission  therein to state a material fact required to be stated  therein
or  necessary  in  order  to make  the  statements  made,  in the  light  of the
circumstances under which they were made, not misleading.  Such  indemnification
includes  liabilities  under the Securities Act, the Securities  Exchange Act of
1934,  as amended (the  "Exchange  Act"),  state  securities  laws and the rules
thereunder, but excludes liabilities for statements or omissions that were based
on written information  provided by or on


behalf of the Selling  Securityholders  specifically for use in the Registration
Statement,  as to which the Selling Securityholders have agreed to indemnify the
Company.  The Company has also agreed to  reimburse  such  persons for legal and
other expenses reasonably incurred in connection with investigating or defending
any  action  relating  to such  statements  or  omissions  which  result in such
persons' becoming entitled to such indemnification.

Each  Selling   Securityholder   and  any  other  persons   participating  in  a
distribution  of  securities  will be subject to  applicable  provisions  of the
Exchange  Act and the  rules  and  regulations  thereunder,  including,  without
limitation,  Regulation M, which may restrict  certain  activities of, and limit
the timing of purchases and sales of securities by, Selling  Securityholders and
other persons participating in a distribution of securities.  Furthermore, under
Regulation M, persons  engaged in a  distribution  of securities  are prohibited
from simultaneously  engaging in market making and certain other activities with
respect  to  such  securities  for a  specified  period  of  time  prior  to the
commencement  of  such   distribution,   subject  to  specified   exceptions  or
exemptions.  All of the foregoing may affect the marketability of the securities
offered hereby.

Expenses Associated with Registration

We are paying  substantially  all of the  expenses of  registering  the ordinary
shares under the Securities Act and of compliance with blue sky laws,  including
registration and filing fees, printing and duplication expenses,  administrative
expenses,  our legal and accounting fees and the legal fees of counsel on behalf
of the Selling  Securityholders.  We estimate these expenses to be approximately
$85,000, which include the following categories of expenses:

         SEC registration fee ...............................   $104.45*
         Printing and engraving expenses ....................    10,000
         Legal fees and expenses ............................    50,000
         Accounting fees and expenses .......................    10,000
         Transfer agent and registrar fees and expenses .....    10,000
         Miscellaneous expenses .............................  4,895.55
         Total ..............................................   $85,000

*This  fee  is  being  offset  against  the  filing  fee  previously   paid  for
Registration No. 333-31836, which was withdrawn prior to effectiveness.


                                  LEGAL MATTERS

Certain legal matters with respect to United States law are being passed upon
for  Commtouch  by  McCutchen,  Doyle,  Brown &  Enersen,  LLP,  San  Francisco,
California which is also a Selling Securityholder in this offering. The validity
of the ordinary  shares  offered  hereby is being  passed upon for  Commtouch by
Naschitz,  Brandes & Co., Tel-Aviv,  Israel. The partners of Naschitz, Brandes &
Co. and McCutchen,  Doyle,  Brown & Enersen,  LLP,  respectively,  and the firms
themselves,  beneficially own, in the aggregate,  15,000 and 246,576 outstanding
shares of the Company,  including  upon  exercise of options,  warrants or other
derivative securities.


The Consolidated  statements of Commtouch  Software Ltd.  appearing in Commtouch
Software  Ltd's Annual Report (Form 20-F) for the year ended  December 31, 2001,
have  been  audited  by  Kost  Forer  &  Gabbay,  a  member  of  Ernst  &  Young
International,  independent  auditors,  as set  fourth in their  report  thereon
included  therein  and  incorporated  herein  by  reference.  Such  consolidated
financial  statements are incorporated herein by reference in reliance upon such
report  given  on the  authority  of such  firm as  experts  in  accounting  and



We have filed a  Registration  Statement on Form F-3 with the SEC for the shares
we are offering by this prospectus.  This prospectus does not include all of the
information  contained in the  Registration  Statement.  You should refer to the
Registration Statement and its exhibits for additional information.  Whenever we
make reference in this  prospectus to any of our contracts,  agreements or other
documents,  the references are not necessarily  complete and you should refer to
the exhibits  attached to the  Registration  Statement  for copies of the actual
contract, agreement or other document.

We are required to file annual and special  reports and other  information  with
the SEC. You can read our SEC filings,  including  the  Registration  Statement,
over the Internet at the SEC's web site at You may also read
and copy any document we file with the SEC at its public reference facilities at
450 Fifth Street,  NW,  Washington,  DC 20549. You may also obtain copies of the
documents at prescribed rates by writing to the Public Reference  Section of the
SEC at 450 Fifth Street, NW, Room 1024,  Washington,  DC 20549.  Please call the
SEC at  1-800-SEC-0330  for further  information  on the operation of the public
reference  facilities.  Our SEC filings are also  available at the office of the
Nasdaq  National  Market.  For further  information  on obtaining  copies of our
public filings at the Nasdaq National Market, you should call (212) 656-5060.

We are subject to certain of the informational requirements of the Exchange Act.
As a "foreign  private  issuer," we are exempt from the rules under the Exchange
Act  prescribing  certain  disclosure  and  procedural  requirements  for  proxy
solicitations and our officers,  directors and principal shareholders are exempt
from the reporting and  "short-swing"  profit recovery  provisions  contained in
Section 16 of the Exchange  Act,  with respect to their  purchases  and sales of
ordinary shares.  In addition,  we are not required to file quarterly reports or
to file annual and current reports and financial  statements with the Securities
and Exchange  Commission as frequently  or as promptly as U.S.  companies  whose
securities are  registered  under the Exchange Act.  However,  we intend to file
with the  Securities and Exchange  Commission,  within 180 days after the end of
each fiscal year, an annual report on Form 20-F containing  financial statements
that  will be  examined  and  reported  on,  with  an  opinion  expressed  by an
independent accounting firm, as well as quarterly reports on Form 6-K containing
unaudited  financial  information  for the first  three  quarters of each fiscal
year, within 60 days after the end of each such quarter.


The  SEC  allows  us  to  "incorporate  by  reference"   information  into  this
prospectus.  This means that we can  disclose  important  information  to you by
referring  you to  another  document  filed  by us  with  the  SEC.  Information
incorporated  by reference is deemed to be part of this  prospectus,  except for
any information superseded by this prospectus or by information we file with the
SEC in the future.

The following documents are incorporated by reference:

(a) Our Annual Report on Form 20-F for the fiscal year ended December 31, 2001;

(b)  The  description  of our  ordinary  shares  contained  in the  Registration
Statement  under the  Exchange Act on Form 8-A as filed with the  Commission  on
June 25, 1999, and any  subsequent  amendment or report filed for the purpose of
updating this description.

In  addition,  all  subsequent  annual  reports  filed on Form 20-F prior to the
termination of this offering are incorporated by reference into this prospectus.
Also, we may  incorporate by reference our future reports on Form 6-K by stating
in  those  Forms  that  they are  being  incorporated  by  reference  into  this


We will provide without charge to any person (including any beneficial owner) to
whom this prospectus has been delivered, upon oral or written request, a copy of
any document incorporated by reference in this prospectus but not delivered with
the prospectus  (except for exhibits to those documents unless a document states
that one of its  exhibits  is  incorporated  into  the  document  itself).  Such
requests  should be directed to Devyani  Patel,  Vice  President,  Finance,  c/o
Commtouch Inc., 1300 Crittenden  Lane,  Suite # 102,  Mountain View,  California
94043.   Our  corporate   website  address  is   The
information on our website is not intended to be a part of this prospectus.


We are  incorporated  in  Israel,  and  many of our  directors  and  many of the
executive officers and the Israeli experts named herein are not residents of the
United States and  substantially  all of their assets and our assets are located
outside  the  United  States.  Service  of process  upon our  non-U.S.  resident
directors  and  executive  officers  or the  Israeli  experts  named  herein and
enforcement  of  judgments  obtained  in the United  States  against us, and our
directors and executive  officers,  or the Israeli experts named herein,  may be
difficult to obtain within the United  States.  Commtouch Inc. is the U.S. agent
authorized to receive service of process in any action against us arising out of
this offering or any related  purchase or sale of securities.  We have not given
consent for this agent to accept service of process in connection with any other

We have been informed by our legal counsel in Israel,  Naschitz,  Brandes & Co.,
that  there is doubt as to the  enforceability  of civil  liabilities  under the
Securities  Act or the Exchange Act in original  actions  instituted  in Israel.
However,  subject to certain time  limitations,  an Israeli  court may declare a
foreign civil judgment enforceable if it finds that:

      *     the  judgment  was  rendered by a court which was,  according to the
            laws of the state of the court, competent to render the judgment,

      *     the judgment is no longer appealable,

      *     the obligation  imposed by the judgment is enforceable  according to
            the rules relating to the  enforceability of judgments in Israel and
            the substance of the judgment is not contrary to public policy, and

      *     the judgment is executory in the state in which it was given.

Even if the above conditions are satisfied,  an Israeli court will not enforce a
foreign  judgment  if it was given in a state  whose laws do not provide for the
enforcement of judgments of Israeli courts (subject to exceptional  cases) or if
its  enforcement is likely to prejudice the sovereignty or security of the State
of Israel. An Israeli court also will not declare a foreign judgment enforceable
if (i) the judgment was obtained by fraud, (ii) there was no due process,  (iii)
the judgment was rendered by a court not competent to render it according to the
laws of private  international  law in Israel,  (iv) the judgment is at variance
with another judgment that was given in the same matter between the same parties
and which is still  valid,  or (v) at the time the  action  was  brought  in the
foreign court a suit in the same matter and between the same parties was pending
before a court or tribunal in Israel.  Judgments rendered or enforced by Israeli
courts will generally be payable in Israeli currency.  Judgment debtors bear the
risk associated with converting  their awards into foreign  currency,  including
the risk of unfavorable exchange rates.


                            7,095,886 Ordinary Shares

                             COMMTOUCH SOFTWARE LTD.




                                            , 2002


                                     PART II


Item 8. Indemnification of Directors and Officers.

Israeli  law  permits a  company  to insure  an  Office  Holder  in  respect  of
liabilities  incurred by him or her as a result of the breach of his or her duty
of care to the company or to another person, or as a result of the breach of his
or her fiduciary duty to the company, to the extent that he or she acted in good
faith and had  reasonable  cause to believe that the act would not prejudice the
company. A company can also insure an Office Holder for monetary  liabilities as
a result of an act or omission that he or she  committed in connection  with his
or her serving as an Office Holder.  Moreover, a company can indemnify an Office
Holder  for (a)  monetary  liability  imposed  upon him or her in favor of other
persons  pursuant to a court  judgment,  including a  compromise  judgment or an
arbitrator's  decision  approved  by  a  court  and  (b)  reasonable  litigation
expenses,  including attorneys' fees, actually incurred by him or her or imposed
upon him or her by a court, in an action, suit or proceeding brought against him
or her by or on behalf of the company or other persons,  or in connection with a
criminal  action which does not require  criminal  intent in which he or she was
convicted,  in each case in connection  with his or her  activities as an Office

Our Articles of Association  allow us to insure and indemnify  Office Holders to
the fullest extent permitted by law provided such insurance or indemnification
is  approved  in  accordance  with the Israel  Companies  Law.  The  Company has
acquired  directors' and officers' liability insurance covering the officers and
directors of the Company and its subsidiaries  for certain claims.  In addition,
the Company has entered into an  undertaking  to indemnify  the directors of the
Company subject to certain  limitations,  and this undertaking has been ratified
by our shareholders.

Certain members of our management team are officers of our subsidiary, Commtouch
Inc.,  a  California  Corporation,  or reside in  California.  The  Articles  of
Incorporation  of Commtouch Inc.  provide that the liability of the directors of
the corporation  for monetary  damages shall be eliminated to the fullest extent
permissible  under  California  law and that the  corporation  is  authorized to
provide  for the  indemnification  of agents of the  corporation,  as defined in
Section  317 of the  California  General  Corporation  Law,  in  excess  of that
expressly permitted by Section 317 for breach of duty to the corporation and its
shareholders to the fullest extent permissible under California law.

With  respect to all  proceedings  other than  shareholder  derivative  actions,
Section 317 permits a California  corporation to indemnify any of its directors,
officers or other agents only if such person acted in good faith and in a manner
such person  reasonably  believed to be in the best interests of the corporation
and, in the case of a criminal  proceeding,  had no reasonable  cause to believe
the conduct of such person was unlawful. In the case of derivative actions, a
California  corporation  may indemnify any of its directors,  officers or agents
only if such person acted in good faith and in a manner such person  believed to
be in the best interests of the corporation and its  shareholders.  Furthermore,
in derivative  actions,  no indemnification is permitted (i) with respect to any
matter with respect to which the person to be  indemnified  has been held liable
to the corporation,  unless such  indemnification is approved by the court; (ii)
of amounts paid in settling or otherwise  disposing of a pending  action without
court  approval;  or (iii) of expenses  incurred in  defending a pending  action
which is settled or otherwise disposed of without court approval.  To the extent
that a director,  officer or agent of a corporation  has been  successful on the
merits in defense of any  proceeding for which  indemnification  is permitted by
Section 317, a corporation  is obligated by Section 317 to indemnify such person
against  expenses  actually  and  reasonably  incurred  in  connection  with the

Pursuant to the terms under which the ordinary shares were issued to the Selling
Securityholders, the Company has agreed to indemnify the Selling Securityholders
against such  liabilities as they may incur as a result of any untrue  statement
of a


material fact in the Registration  Statement, or any omission therein to state a
material fact  necessary in order to make the  statements  made, in light of the
circumstances under which they were made, not misleading.  Such  indemnification
includes   liabilities  under  the  Securities  Act,  the  Exchange  Act,  state
securities  laws  and  the  rules  thereunder,   but  excludes  liabilities  for
statements or omissions that were based on  information  provided by the Selling
Securityholders,  as  to  which  the  Selling  Securityholders  have  agreed  to
indemnify the Company.

Item 9. Exhibits.

The exhibits listed on the exhibit index to this filing are incorporated  herein
by reference.

Item 10. Undertakings.

(a) The undersigned Registrant hereby undertakes:

      (1) To file during any period in which  offers or sales are being made,  a
post-effective amendment to this Registration Statement:

            (i) to include any  prospectus  required by Section  10(a)(3) of the
      Securities Act;

            (ii) to reflect in the  prospectus any facts or events arising after
      the  effective  date of the  Registration  Statement  (or the most  recent
      post-effective amendment thereof) which, individually or in the aggregate,
      represent  a  fundamental  change  in the  information  set  forth  in the
      Registration Statement;

            (iii) to include any material  information  with respect to the Plan
      of Distribution not previously disclosed in the Registration  Statement or
      any  other  material  change  to  such  information  in  the  Registration

Provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission  by the  Registrant  pursuant  to Section 13 or Section  15(d) of the
Exchange Act that are incorporated by reference in the Registration Statement.

      (2) That, for the purpose of determining any liability under the 1933 Act,
each such  post-effective  amendment  shall be  deemed to be a new  Registration
Statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering

      (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the

      (4) To file a post-effective  amendment to the  Registration  Statement to
include any financial  statements required by Item 8.A of Form 20-F at the start
of  any  delayed  offering  or  throughout  a  continuous  offering.   Financial
statements  and  information  otherwise  required  by  Section  10(a)(3)  of the
Securities Act need not be furnished,  provided that the Registrant  includes in
the prospectus,  by means of a post-effective  amendment,  financial  statements
required  pursuant to this paragraph (a)(4) and other  information  necessary to
ensure that all other  information  in the  prospectus is at least as current as
the date of those  financial  statements.  Notwithstanding  the foregoing,  with
respect to Registration Statements on Form F-3, a post-effective  amendment need
not be filed to include financial statements and information required by Section
10(a)(3)  of the  Securities  Act or  Item  8.A of Form  20-F if such  financial
statements  and  information  are  contained in periodic  reports  filed with or


furnished to the Commission by the Registrant  pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference in the Form F-3.

(b)  The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of  1934  that is  incorporated  by  reference  in the
Registration  Statement  shall  be  deemed  to be a new  Registration  Statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification  for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against  such  liabilities  (other than  payment by the  Registrant  of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.



Pursuant to the  requirements  of the  Securities  Act of 1933,  the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form F-3 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the city of Mountain View, state of California, on May 15, 2002.

                                            COMMTOUCH SOFTWARE LTD.

                                            By:   /s/ DEVYANI PATEL
                                                  Devyani Patel
                                                  Vice President, Finance

Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement has been signed by the following  persons in the capacities and on the
dates indicated.

       Name                               Title                         Date
-------------------------  --------------------------------------   ------------

  /s/ GIDEON MANTEL*       Chief Executive Officer and Director     May 15, 2002
-------------------------  (Principal Executive Officer)
      Gideon Mantel

  /s/ DEVYANI PATEL*       Vice President, Finance                  May 15, 2002
-------------------------  (Principal Financial and
      Devyani Patel        Accounting Officer)

  /s/ CAROLYN CHIN*        Director, Chairman of the Board          May 15, 2002
      Carolyn Chin

  /s/ AMIR LEV*            Director                                 May 15, 2002
      Amir Lev

  /s/ OFER SEGEV*          Director                                 May 15, 2002
      Ofer Segev

  /s/ NAHUM SHARFMAN*      Director                                 May 15, 2002
      Nahum Sharfman

  */s/ DEVYANI PATEL       *Individually and as Attorney-in-fact    May 15, 2002
-------------------------   and Authorized U.S. Representative
      Devyani Patel


                                  Exhibit Index

    Number                    Description of Document
   -------  --------------------------------------------------------------------

      2.0   Ordinary Shares and Warrants Purchase Agreement dated as of February
            27, 2002 by and between  Commtouch  Software  Ltd. and the Investors
            Listed on Exhibit A Thereto  (incorporated  by  reference to Exhibit
            2.8 to Annual  Report of the  Registrant on Form 20-F for the fiscal
            year ended December 31, 2001 [File No. 000-26495]).

      5.1   Opinion  of  Naschitz,   Brandes  &  Co.,  Israeli  counsel  to  the
            Registrant, as to certain legal matters with respect to the legality
            of the shares.

      23.1  Consent  of  Kost,  Forer  &  Gabbay,  a  member  of  Ernst  & Young
            International, independent auditors.

      23.2  Consent of Naschitz, Brandes & Co. (contained in Exhibit 5.1)

      23.3  Consent of McCutchen, Doyle, Brown & Enersen, LLP.

      24.1  Power  of  Attorney  of  directors  and  certain   officers  of  the