WASHINGTON, D.C. 20549

                       FORM S-8 (POST-EFFECTIVE AMENDMENT)
                          REGISTRATION STATEMENT UNDER
                           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

 1A Hazoran Street, Poleg Industrial Park,
           Netanya, 42504, Israel                            N/A
 ------------------------------------------               ---------
  (Address of Principal Executive Offices)                (Zip Code)


                            (Full title of the Plan)

                                  Devyani Patel
                             Vice President Finance
                             Commtouch Software Ltd.
                               c/o Commtouch Inc.
                         1300 Crittenden Lane, Suite 103
                         Mountain View, California 94043
                     (Name and Address of Agent For Service)

                                 (650) 864-2000
          (Telephone Number, Including Area Code, of Agent For Service)

                                   Copies to:
Gary Davis                                          Aaron M. Lampert
General Counsel and Secretary                       Naschitz, Brandes & Co.
Commtouch Inc.                                      5 Tuval Street
1300 Crittenden Lane, Suite 103                     Tel Aviv 67897 Israel
Mountain View, CA 94043                             Tel: 972-3-623-5000
Tel: 650-864-2290                                   Fax: 972-3-623-5005
Fax: 650-864-2006


Pursuant to the  undertakings  of Registrant  under  Registration  Statement No.
333-94995  (filed January 20, 2000) and  Registration  No. 333-65532 (filed July
20,  2001),  Registrant  hereby  removes  from  registration  (under  the stated
registration   statements)  56,323  Ordinary  Shares  previously  registered  in
connection  with the Commtouch  Software Ltd. 1999 Employee  Stock Purchase Plan
("Plan") and which remained unsold at the termination of the Plan.


         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  S-8  and  has  duly  caused  this
post-effective amendment to registration statement to be signed on its behalf by
the undersigned,  thereunto duly authorized, in the City of Mountain View, State
of California, on June 25, 2004.

                                           COMMTOUCH SOFTWARE LTD.

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

Pursuant to the requirements of the Securities Act of 1933, this  post-effective
amendment to registration statements 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             June 25, 2004
------------------------       (Principal Executive Officer)
     Gideon Mantel

  /s/ DEVYANI PATEL*           Vice President Finance                           June 25, 2004
------------------------       (Principal Financial and Accounting Officer)
    Devyani Patel

  /s/ CAROLYN CHIN*            Director, Chairman of Board                      June 25, 2004
    Carolyn Chin

  /s/ AMIR LEV *               Director                                         June 25, 2004
    Amir Lev

  /s/ OFER SEGEV*              Director                                         June 25, 2004
      Ofer Segev

  /s/ RICHARD SORKIN *         Director                                         June 25, 2004
    Richard Sorkin

  /s/ NAHUM SHARFMAN *         Director                                         June 25, 2004
   Nahum Sharfman

  /s/ LLOYD E. SHEFSKY *       Director                                         June 25, 2004
   Lloyd E. Shefsky

  /s/ DEVYANI PATEL            *Individually and as Attorney-in-fact            June 25, 2004
------------------------       and Authorized U.S. Representative
     Devyani Patel

                                INDEX TO EXHIBITS

Number                                  Exhibit
------                                  -------

24.1                               Power of Attorney