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 February 2005

                        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 failure of the Company to satisfy the conditions
imposed by the Nasdaq Listing  Qualifications Panel for the continued listing of
Commtouch shares on The Nasdaq SmallCap Market;  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

1.       Attached  as  Exhibit  99.1  hereto  is  the  Company's  press  release
         announcing  financial results of the Company for the fourth quarter and
         year end 2004.

2.       Attached  as  Exhibit  99.1 to the  Company's  Form 6-K filed  with the
         Securities  and  Exchange  Commission  ("SEC") on November 5, 2004 (the
         "Prior Form 6-K") is a press release summarizing certain Nasdaq Listing
         Qualifications  Panel  ("Panel")  requirements  relating  to  continued
         listing of the Company's Ordinary Shares on The Nasdaq SmallCap Market.
         Included in that summary is the  requirement  of a submission to Nasdaq
         by January  31,  2005 of an  unaudited  balance  sheet  evidencing  the
         Company's  continued  compliance  with the $2.5  million  shareholders'
         equity requirement as of December 31, 2004 (the "Nasdaq  Requirement").
         On January 31, 2005, the Company  submitted to Nasdaq the balance sheet
         attached to Exhibit  99.1 of this Form 6-K,  which shows  shareholders'
         equity of  approximately  $2.59 million.  The Company believes that its
         submission to Nasdaq satisfies the Nasdaq Requirement, though there can
         be no assurance that Nasdaq will agree with this position.

The Company must meet those future requirements of the Panel's listing exception
enumerated in the Prior Form 6-K, and continue to maintain  compliance  with all
requirements  for continued  listing on The Nasdaq SmallCap  Market.  Failure to
meet the  requirements  or  satisfy  any of the  conditions  will  result in the
Company's  delisting.  The Company will remain subject to the listing  exception
until  such  time  as  the  Company  has  demonstrated  to  the  Nasdaq  Listing
Qualifications   Panel  an  ability  to  sustain  compliance  with  the  minimum
shareholders' requirement over the long term.


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.


Date: February 7, 2005                      By _________________________________
                                                        Devyani Patel
                                                        VP of Finance

                                  Exhibit Index

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

99.1     Press release of February 7, 2005