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

                     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 recently
announced proposed transactions,  namely the failure to consummate the preferred
share private  placement and repayment of convertible  notes; the failure of the
Company to receive shareholder approval of the preferred share private placement
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

A. On November 4, 2004 the Company  submitted  to the  Securities  and  Exchange
Commission  for filing a Form 6-K generally  describing  the terms of definitive
agreements  for the a private  placement  of Series A  Preferred  Shares and the
early repayment of convertible  notes (the "Prior Form 6-K"). The Prior Form 6-K
was formally accepted for filing by the SEC on November 5, 2004.

Attached  to the Prior Form 6-K filing as Exhibit  99.1 is the  Company's  press
release  summarizing not only the terms of the transactions,  but certain Nasdaq
requirements  relating to continued  listing of the Company's  Ordinary  Shares.
Included in that  summary is the  requirement  of a filing by November  15, 2004
with the SEC (and  Nasdaq)  of the  Company's  proxy  statement  evidencing  the
Company's intent to seek shareholder approval of the issuance of shares pursuant
to these  transactions.  The Company  believes that the filing of this Form 6-K,

attaching  the  Company's  proxy  statement,  is  sufficient  to meet the  above
described Nasdaq requirement.

B. Also,  attached  hereto is the Company's press release  announcing  financial
results of the Company for the third quarter of 2004.

Subsequent Events

Subsequent  to  the  submission  of the  Prior  Form  6-K,  the  Company  and an
additional  buyer  agreed  to the  purchase  and  sale of  additional  Series  A
Preferred Shares on the same terms as those relating to the original buyers,  in
an amount of $75,000.  Therefore,  the total  amount of proceeds  expected to be
received by the Company upon the closing of the Series A Preferred Share private
placement is $3.19 million,  in  consideration of the issuance by the Company of
6,380,000 Series A Preferred Shares.

As a result of such additional investment,  the Amended and Restated Articles of
Association  attached  as Exhibit  99.2 to the Prior Form 6-K were  subsequently
updated to reflect the additional  authorized  share capital  necessary to cover
the  prospective  additional  issuance.  The version of the Amended and Restated
Articles of Association attached as Exhibit A to the proxy statement attached to
this Form 6-K as Exhibit 99.1 amends and supersedes the previous version.

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 12, 2004                     By   /s/  Gideon Mantel
                                                      Gideon Mantel

                                  Exhibit Index

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

99.1                Notice of Annual Meeting of Shareholders and Proxy Statement

99.2                Press release of November 12, 2004