UNITED STATES
                             WASHINGTON, D.C. 20549

                        REPORT OF FOREIGN PRIVATE ISSUER

                      PURSUANT TO RULE 13a-16 or 15d-16 OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                           For the month of July 2004

                             Commtouch Software Ltd.
                 (Translation of registrant's name into English)

                                1A Hazoran Street
                      Poleg Industrial Park, P.O. Box 8511
                              Netanya 42504, Israel
                    (Address of principal executive offices)

         Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.

            Form 20-F         X                Form 40-F
                             ---                              -----

         Indicate  by check  mark  whether  the  registrant  by  furnishing  the
information contained in this Form is also thereby furnishing the information to
the Commission  pursuant to Rule 12g3-2(b) under the Securities  Exchange Act of

                     Yes                       No       X
                            -----                      ---

                             COMMTOUCH SOFTWARE LTD.
                                    FORM 6-K

Forward-Looking Statements

This  Report  on  Form  6-K  contains  forward-looking   statements,   including
projections  about our  business,  within  the  meaning  of  Section  27A of the
Securities Act of 1933 and Section 21E of the  Securities  Exchange Act of 1934.
For example, statements in the future tense, and statements including words such
as "expect," "plan,"  "estimate,"  anticipate," or "believe" are forward-looking
statements.  These  statements are based on  information  available to us at the
time of the  Report;  we  assume  no  obligation  to  update  any of  them.  The
statements in this Report are not  guarantees of future  performance  and actual
results could differ  materially  from our current  expectations  as a result of
numerous factors, including our ability to raise additional funding in the Third
Quarter  of  2004 to meet  the  minimum  shareholders'  equity  requirement  for
continued  listing on The Nasdaq  SmallCap  Market;  a likely  delisting  by The
Nasdaq  SmallCap  Market  if we  fail  to  maintain  all  listing  requirements,
including those requirements set forth in our Form 6-K report filed with the SEC
on July 12,  2004;  possible  changes  in  business  conditions  and  growth  or
deterioration in our market,  commerce and the general economy, both domestic as
well  as   international;   fewer  than  expected   new-partner   relationships;
competitive factors including pricing pressures; technological developments, and
products offered by competitors;  availability of qualified staff for expansion;
and  technological   difficulties  and  resource   constraints   encountered  in
developing new products as well as those risks described in the company's Annual
Reports  on Form 20-F and  reports  on Form 6-K,  which  are  available  through

Second Quarter 2004 Results

Attached  hereto  and  incorporated  by  reference  herein is our press  release
announcing the results of Q2 for 2004.

Information Incorporated by Reference

The information in this Report on Form 6-K is incorporated by reference into all
Registration  Statements which we have filed or which we will file in the future
under the Securities Act of 1933, as amended, which permit such reports to be so


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                             COMMTOUCH SOFTWARE LTD.


Date: July 29, 2004                    By        /s/ DEVYANI PATEL
                                                     Devyani Patel
                                                      VP Finance

                                  Exhibit Index

Exhibit Number                  Description of Exhibit
--------------                  ----------------------

99                              Press release of July 29, 2004