UNITED STATES
                             WASHINGTON, D.C. 20549

                        REPORT OF FOREIGN PRIVATE ISSUER

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

                         For the month of November 2004

                        Commission File Number 000-26495

                             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 if the  registrant  is  submitting  the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)(1):

     Indicate  by check mark if the  registrant  is  submitting  the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)(7):

     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 1934.

                    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 the non-occurrence of any of the Company's proposed
transactions,  the  failure  to  consummate  the PIPE and repay the  convertible
notes;  the failure of the Company to receive  shareholder  approval of the PIPE
and repayment of the convertible  notes and related matters;  the failure of the
Company to consummate the transactions  within the timeframe required by Nasdaq,
or to otherwise  fail to satisfy the  conditions  imposed by the Nasdaq  Listing
Qualifications Panel for the continued listing of Commtouch shares on The Nasdaq
SmallCap Market;  the acceleration of the payment date of convertible  notes due
to a delisting by Nasdaq; business conditions and growth or deterioration in the
Internet  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

Purpose of this Report

On  November 1, 2004,  the Company  announced  that it entered  into  definitive
agreements  relating to i) the private  placement  of  approximately  $4 million
shares of Series A Preferred Shares for approximately  $2.1 million (the "PIPE")
and ii) the early repayment of $3 million of convertible notes. A summary of the
terms of these  transactions  is found in the press release  attached  hereto as
Exhibit  99.1,  which  summary  is  qualified  by  reference  to the  definitive
agreements  attached to this Report.  Also  attached to this Report are the main
agreements and documents embodying the terms of the transactions. The closing of
the transactions is subject to, among other closing  conditions,  the receipt of
shareholder  approval,  to be  sought  at the  annual  meeting  of  shareholders
expected to be held in early December 2004.

Subsequent  to the  signing  of the  definitive  agreement  under the PIPE,  the
Company  and  additional  buyers  agreed  on the  sale of  additional  Series  A
Preferred Shares on the same terms as those relating to the original buyers,  in
an amount of approximately  $1.1 million.  The total amount of proceeds expected
to be  received by the  Company  upon the closing of the PIPE is $3.15  million,
with the Company to issue 6,230,000  Series A Preferred  Shares in consideration

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: November 4, 2004                      By   /s/   GIDEON MANTEL
                                                       Gideon Mantel

                                  Exhibit Index

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

99.1              Press Release  announcing signing of agreements for sale of at
                  least  $2.1  million  of  convertible   preferred  shares  and
                  repayment of $3 million of convertible notes

99.2              Proposed Amended and Restated Articles of Association

99.3              Securities Purchase Agreement of October 31, 2004

99.4              Registration Rights Agreement of October 31, 2004

99.5              Redemption,  Amendment  and Exchange  Agreement of October 31,

99.6              Form of Warrant