SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM S-8

                          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.)

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


            COMMTOUCH SOFTWARE LTD. 1999 EMPLOYEE STOCK PURCHASE PLAN
      COMMTOUCH SOFTWARE LTD. 1999 NONEMPLOYEE DIRECTORS STOCK OPTION PLAN
                 WINGRA TECHNOLOGIES, LLC 1998 UNIT OPTION PLAN
                            (Full title of the Plan)

                                 Sunil Bhardwaj
                             Chief Financial Officer
                               c/o Commtouch Inc.
                               2029 Stierlin Court
                      Mountain View, California 94043-4655
                     (Name and Address of Agent For Service)

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

                                    Copy to:
                                  Lior O. Nuchi
                     McCutchen, Doyle, Brown & Enersen, LLP
                            Three Embarcadero Center
                             San Francisco, CA 94111
                                 (415) 393-2310
                               Fax (415) 393-2286


<PAGE>
<TABLE>
<CAPTION>

                                               CALCULATION OF REGISTRATION FEE
         =========================== ===================== ====================== =============== =================
<S>      <C>                         <C>                   <C>                    <C>             <C>
                                                                 Proposed            Proposed
               Title of Each                                      Maximum             Maximum
                  Class of                  Amount               Offering            Aggregate        Amount of
                 Securities                 to be                  Price             Offering        Registration
                   to be                 Registered (1)         Per Unit (2)         Price (2)        Fee (2),(3)
                 Registered
         =========================== ===================== ====================== =============== =================

         Commtouch Software Ltd.            79,156                 $0.57             $45,119             (2)
         1999 Employee Stock
         Purchase Plan, NIS 0.05
         Nominal Value
         --------------------------- --------------------- ---------------------- --------------- -----------------

         Commtouch Software Ltd.           250,000                 $0.57             $142,500            (2)
         1999 Nonemployee
         Directors Stock Option
         Plan, NIS 0.05 Nominal
         Value
         --------------------------- --------------------- ---------------------- --------------- -----------------

         Wingra Technologies, LLC           81,692                 $1.47             $120,087            (2)
         1998 Unit Option Plan,
         NIS 0.05 Nominal Value (4)
         --------------------------- --------------------- ---------------------- --------------- -----------------

                                            43,475                 $3.50             $152,163            (2)
         --------------------------- --------------------- ---------------------- --------------- -----------------

                                            23,379                 $0.20             $  4,676            (2)
         --------------------------- --------------------- ---------------------- --------------- -----------------

                                            10,234                 $0.40             $  4,094            (2)
         --------------------------- --------------------- ---------------------- --------------- -----------------

                                             3,477                 $3.04             $ 10,570            (2)
         =========================== ===================== ====================== =============== =================

                 Totals (2)                   --                    --               $479,208         $119.80
         =========================== ===================== ====================== =============== =================
<FN>
         (1)    Pursuant  to Rule  416(a) and (b) under the  Securities  Act of 1933,  as  amended,  this
                Registration  Statement  shall also cover any  additional  ordinary  shares  which become
                issuable by reason of any stock dividend, stock split,  recapitalization or other similar
                transaction  which  results  in an  increase  in the number of the  outstanding  ordinary
                shares.  In addition,  pursuant to Rule 416(c)  under the  Securities  Act of 1933,  this
                Registration  Statement also covers an indeterminate amount of interests to be offered or
                sold pursuant to the  registrant's  1999 Employee  Stock Purchase Plan to the extent that
                any such  interests  may be deemed  to  constitute  separate  securities  required  to be
                registered under the Act. Pursuant to General  Instruction E of Form S-8, the contents of
                Registration  Statement on Form S-8 No. 333-94995 (filed by the Registrant on January 20,
                2000) are incorporated by reference.

         (2)    Estimated solely for the purpose of calculating the amount of the registration fee on the
                basis of the average of the high and low prices as reported for an ordinary  share on the
                Nasdaq National Market on July 17, 2001, pursuant to Rule 457(h)(1) and 457(c).  Pursuant
                to Rule 457(o),  the  registration  fee has been  calculated  on the basis of the maximum
                aggregate offering price of all the securities listed in the above Table.

         (3)    The Registrant filed a Registration Statement on Form F-1 (Registration No. 333-31836) on
                March 6, 2000 (the "Form  F-1"),  to register  certain  offers and sales of its  ordinary
                shares as set forth in that Registration Statement. Subsequently, the Registrant withdrew
                the Form F-1 on April 12, 2001. The Registrant is filing this  Registration  Statement on
                Form S-8 to register  the  offering  and sale of the  securities  indicated on this cover
                page. A registration fee of $49,468.00 was paid in connection with the filing of the Form
                F-1.  Pursuant  to Rule  457(p),  the  aggregate  total  dollar  amount of the filing fee
                associated  with the unsold  ordinary  shares under the F-1 is being  offset  against the
                total  filing fee due for this  Registration  Statement.  No prior such offsets have been
                made.

         (4)    The Registrant is registering  outstanding  options under the Wingra  Technologies,  LLC
                1998 Unit Option Plan. This plan was adopted as a plan of the Registrant pursuant to the
                merger  agreement  in which  the  Registrant  acquired  all the  outstanding  membership
                interests of Wingra  Technologies,  LLC.  Options  outstanding at the time of the merger
                were converted into options covering  ordinary shares of the Registrant  exercisable for
                the number of the Registrant's  shares and the exercise price obtained by application of
                the conversion ratio in the merger, and are reflected in the Table above.
</FN>
</TABLE>
                                       2
<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1.  Plan Information.

         Note: The document(s) containing the information specified by Part I of
Form S-8 will be sent or given to employees as specified by Rule 428(b)(1).


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents filed or to be filed with the Commission by the
Registrant are incorporated by reference in this Registration Statement:

         (a)  Our Annual Report on Form 20-F for the fiscal year ended  December
              31, 2000, as amended;

         (b)  Our two  reports  on Form 6-K for the months of May 2001 filed May
              29, 2001 (containing  quarterly  information for the quarter ended
              March 31, 2001) and June 1, 2001 (reporting our  transaction  with
              Rideau Ltd. and other  matters) and our report on Form 6-K for the
              month of June 2001 filed June 12, 2001  (reporting our transaction
              with Hughes Holdings LLC.) and

         (c)  The   description  of  our  ordinary   shares   contained  in  the
              Registration Statement under the Exchange Act on Form 8-A as filed
              with the Commission on June 25, 1999, and any subsequent amendment
              or report filed for the purpose of updating this description.

In  addition,  all  subsequent  annual  reports  filed on Form 20-F prior to the
termination of this offering are incorporated by reference into this prospectus.
Also, we may  incorporate by reference our future reports on Form 6-K by stating
in  those  Forms  that  they are  being  incorporated  by  reference  into  this
prospectus.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a),  13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date
of this  Registration  Statement  and prior to the  filing  of a  post-effective
amendment  which  indicates that all securities  offered have been sold or which
deregisters all securities then remaining unsold,  are deemed to be incorporated
by reference  into this  Registration  Statement  and to be part hereof from the
respective  dates of filing of such documents.  Any statement  contained in this
Registration  Statement  or in a document  incorporated  by  reference  shall be
deemed  modified or superseded  to the extent that a statement  contained in any
subsequently  filed  document which also is or is deemed to be  incorporated  by
reference herein or therein modifies or supersedes such statement. Any statement
so modified  or  superseded  shall not be deemed to  constitute  a part  hereof,
except as so modified or superseded.


                                       3
<PAGE>


Item 4.  Description of Securities.

              Not applicable.



Item 5.  Interests of Named Experts and Counsel

         Certain  legal  matters  with  respect  to United  States law are being
passed  upon for  Commtouch  by  McCutchen,  Doyle,  Brown & Enersen,  LLP,  San
Francisco,  California.  The validity of the ordinary  shares  offered hereby is
being passed upon for Commtouch by Naschitz, Brandes & Co.,Tel-Aviv, Israel. The
partners of Naschitz,  Brandes & Co. and McCutchen,  Doyle, Brown & Enersen, LLP
beneficially  own, in the aggregate,  less than 1% of the outstanding  shares of
the Company.

Item 6.  Indemnification of Directors and Officers

         Israeli law permits a company to insure an Office  Holder in respect of
liabilities  incurred by him or her as a result of the breach of his or her duty
of care to the company or to another person, or as a result of the breach of his
or her fiduciary duty to the company, to the extent that he or she acted in good
faith and had  reasonable  cause to believe that the act would not prejudice the
company. A company can also insure an Office Holder for monetary  liabilities as
a result of an act or omission that he or she  committed in connection  with his
or her serving as an Office Holder.  Moreover, a company can indemnify an Office
Holder  for (a)  monetary  liability  imposed  upon him or her in favor of other
persons  pursuant to a court  judgment,  including a  compromise  judgment or an
arbitrator's  decision  approved  by  a  court  and  (b)  reasonable  litigation
expenses,  including attorneys' fees, actually incurred by him or her or imposed
upon him or her by a court, in an action, suit or proceeding brought against him
or her by or on behalf of the company or other persons,  or in connection with a
criminal  action which does not require  criminal  intent in which he or she was
convicted,  in each case in connection  with his or her  activities as an Office
Holder.

         Our Articles of  Association  allow us to insure and  indemnify  Office
Holders to the fullest  extent  permitted  by law  provided  such  insurance  or
indemnification   is  approved  by  our  Audit  Committee.   Pursuant  to  these
provisions,  we have in effect  insurance  policies  covering our  directors and
officers.

         Certain  members of our management team are officers of our subsidiary,
Commtouch Inc., a California Corporation,  or reside in California. The Articles
of  Incorporation  of Commtouch Inc. provide that the liability of the directors
of the  corporation  for monetary  damages  shall be  eliminated  to the fullest
extent  permissible  under California law and that the corporation is authorized
to provide for the  indemnification of agents of the corporation,  as defined in
Section  317 of the  California  General  Corporation  Law,  in  excess  of that
expressly permitted by Section 317 for breach of duty to the corporation and its
shareholders to the fullest extent permissible under California law.


                                       4
<PAGE>


         With  respect  to all  proceedings  other than  shareholder  derivative
actions,  Section 317 permits a California  corporation  to indemnify any of its
directors,  officers or other agents only if such person acted in good faith and
in a manner such person  reasonably  believed to be in the best interests of the
corporation and, in the case of a criminal  proceeding,  had no reasonable cause
to believe the conduct of such person was  unlawful.  In the case of  derivative
actions, a California  corporation may indemnify any of its directors,  officers
or agents  only if such  person  acted in good faith and in a manner such person
believed to be in the best interests of the  corporation  and its  shareholders.
Furthermore,  in derivative  actions,  no  indemnification is permitted (i) with
respect to any matter  with  respect to which the person to be  indemnified  has
been held liable to the corporation,  unless such indemnification is approved by
the court; (ii) of amounts paid in settling or otherwise  disposing of a pending
action  without  court  approval;  or (iii) of expenses  incurred in defending a
pending action which is settled or otherwise disposed of without court approval.
To the  extent  that a  director,  officer  or agent of a  corporation  has been
successful on the merits in defense of any proceeding for which  indemnification
is  permitted  by Section  317, a  corporation  is  obligated  by Section 317 to
indemnify  such person  against  expenses  actually and  reasonably  incurred in
connection with the proceeding.

Item 7.  Exemption from Registration Claimed.

              Not applicable.

Item 8.  Exhibits.

              See Index to Exhibits.

Item 9.  Undertakings.

         (a)  The undersigned Registrant hereby undertakes:

              (1) To file,  during any period in which offers or sales are being
              made, a post-effective amendment to this Registration Statement;

                  (i) To include any prospectus  required by Section 10(a)(3) of
                  the Securities Act;

                  (ii) To reflect in the  prospectus any facts or events arising
                  after the effective date of the Registration Statement (or the
                  most   recent   post-effective   amendment   thereof)   which,
                  individually  or in the  aggregate,  represent  a  fundamental
                  change  in the  information  set  forth  in  the  Registration
                  Statement.  Notwithstanding  the  foregoing,  any  increase or
                  decrease in volume of securities  offered (if the total dollar
                  value of  securities  offered  would not exceed that which was
                  registered)  and any deviation from the low or high and of the
                  estimated  maximum offering range may be reflected in the form
                  of  prospectus  filed  with the  Commission  pursuant  to Rule
                  424(b) if, in the  aggregate,  the changes in volume and price
                  represent  no  more  than 20  percent  change  in the


                                       5
<PAGE>


                  maximum aggregate offering price set forth in the "Calculation
                  of  Registration  Fee"  table  in the  effective  Registration
                  Statement;

                  (iii) To include any material  information with respect to the
                  plan  of   distribution   not  previously   disclosed  in  the
                  Registration   Statement  or  any  material   change  to  such
                  information in the Registration Statement;

provided,  however,  that  paragraphs  (1)(i)  and  (1)(ii)  do not apply if the
Registration Statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained in periodic reports filed by the Registrant  pursuant to Section 13 or
15(d) of the Exchange Act that are incorporated by reference in the Registration
Statement.

              (2) That, for the purpose of determining  any liability  under the
              Securities Act, each such post-effective amendment shall be deemed
              to be a new  Registration  Statement  relating  to the  securities
              offered therein,  and the offering of such securities at that time
              shall be deemed to be the initial bona fide offering thereof.

              (3) To  remove  from  registration  by means  of a  post-effective
              amendment  any of the  securities  being  registered  which remain
              unsold at the termination of the offering.

         (b) The undersigned  Registrant hereby undertakes that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section 13(a) or 15(d) of the Exchange
Act (and,  where  applicable,  each filing of an employee  benefit plan's annual
report  pursuant to Section 15(d) of the Exchange Act) that is  incorporated  by
reference in the Registration Statement shall be deemed to be a new Registration
Statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act may be permitted to directors,  officers and controlling  persons
of the Registrant pursuant to the provisions  described in Item 6, or otherwise,
the  Registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the  Securities  Act and is,  therefore,  unenforceable.  In the event that a
claim for  indemnification  against such liabilities  (other than the payment by
the  Registrant  of  expenses  incurred  or  paid  by  a  director,  officer  or
controlling  person of the Registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the Registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities Act and will be governed by the final adjudication of such issue.


                                       6
<PAGE>


                                   SIGNATURES

    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  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the city of Mountain View, State of California, on July 19, 2001.

                                            COMMTOUCH SOFTWARE LTD.

                                            By: /s/ SUNIL BHARDWAJ*
                                                --------------------
                                                    Sunil Bhardwaj
                                                    Chief Financial Officer

    Pursuant  to  the   requirements   of  the  Securities  Act  of  1933,  this
Registration  Statement  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        July 18, 2001
-----------------
   Gideon Mantel          (Principal Executive Officer)

/S/ SUNIL BHARDWAJ*           Chief Financial Officer              July 18, 2001
-------------------
   Sunil Bhardwaj         (Principal Financial Officer)

/S/ DEVYANI PATEL*                  Controller                     July 18, 2001
------------------
   Devyani Patel          (Principal Accounting Officer)

/S/ ALLAN C. BARKAT*                 Director                      July 18, 2001
--------------------
   Allan C. Barkat

/S/ THOMAS C. CAMP*                  Director                      July 18, 2001
-------------------
   Thomas C. Camp

/S/ CAROLYN CHIN*                    Director                      July 18, 2001
-----------------
   Carolyn Chin

/S/ ELTON KING*                      Director                      July 18, 2001
---------------
   Elton King

/S/ AMIR LEV*                        Director                      July 18, 2001
-------------
   Amir Lev

/S/ YAIR SAFRAI*                     Director                      July 18, 2001
----------------
   Yair Safrai

/S/ NAHUM SHARFMAN*                  Director                      July 18, 2001
-------------------
   Nahum Sharfman

*/S/ SUNIL BHARDWAJ   *Individually and as Attorney-in-fact and    July 19, 2001
-------------------
    Sunil Bhardwaj        Authorized U.S. Representative


                                       7
<PAGE>


                                INDEX TO EXHIBITS

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

2.0           Amended and Restated Merger and Exchange  Agreement dated November
              24,  2000  among  Commtouch  Software  Ltd.,  Commtouch  Inc.,  CW
              Acquisition  Corporation,  Wingra,  Incorporated,  the  holder  of
              certain of the outstanding capital stock of Wingra,  Incorporated,
              and the holders of all the  outstanding  membership  interests  in
              Wingra  Technologies,   LLC  other  than  that  owned  by  Wingra,
              Incorporated  (incorporated by reference to Exhibit 3 to Report of
              the Registrant on Form 6-K for the month of January 2001 [File No.
              000-26495])

5.1           Opinion regarding legality of securities to be offered

10.3          Commtouch Software Ltd. 1999 Employee Stock Purchase Plan and form
              thereunder*

10.4          Commtouch  Software Ltd. 1999  Nonemployee  Directors Stock Option
              Plan*

10.4.1        Amendment to Commtouch  Software Ltd. 1999  Nonemployee  Directors
              Stock  Option  Plan  (Incorporated  by  reference  to Exhibit 3 to
              Registrant's Report on Form 6-K for the month of August 2000, File
              No. 000-26495)

10.5          Wingra  Technologies,  LLC 1998 Unit Option Plan  (incorporated by
              reference to Exhibit 3 to Registrant's  Report on Form 6-K for the
              month of May 2001 filed June 1, 2001, File No. 000-26495)

23.1          Consent of Independent Auditors

23.2          Consent of McCutchen, Doyle, Brown & Enersen, LLP

23.3          Consent of Naschitz, Brandes & Co. (See Exhibit 5.1)

24.1          Power of Attorney



---------------------------------
*         (Incorporated  by reference to similarly numbered exhibit in Amendment
No. 1 to Registration Statement on Form F-1 of Commtouch Software Ltd., File No.
333-78531)


                                       8
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SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM S-8

                          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.)

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

            COMMTOUCH SOFTWARE LTD. 1999 EMPLOYEE STOCK PURCHASE PLAN
      COMMTOUCH SOFTWARE LTD. 1999 NONEMPLOYEE DIRECTORS STOCK OPTION PLAN
                 WINGRA TECHNOLOGIES, LLC 1998 UNIT OPTION PLAN
                            (Full title of the Plan)

                                 Sunil Bhardwaj
                             Chief Financial Officer
                               c/o Commtouch Inc.
                               2029 Stierlin Court
                      Mountain View, California 94043-4655
                     (Name and Address of Agent For Service)

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

                                    Copy to:
                                  Lior O. Nuchi
                     McCutchen, Doyle, Brown & Enersen, LLP
                            Three Embarcadero Center
                             San Francisco, CA 94111
                                 (415) 393-2310
                               Fax (415) 393-2286
CALCULATION OF REGISTRATION FEE
         =========================== ===================== ====================== =============== =================
Proposed            Proposed
               Title of Each                                      Maximum             Maximum
                  Class of                  Amount               Offering            Aggregate        Amount of
                 Securities                 to be                  Price             Offering        Registration
                   to be                 Registered (1)         Per Unit (2)         Price (2)        Fee (2),(3)
                 Registered
         =========================== ===================== ====================== =============== =================

         Commtouch Software Ltd.            79,156                 $0.57             $45,119             (2)
         1999 Employee Stock
         Purchase Plan, NIS 0.05
         Nominal Value
         --------------------------- --------------------- ---------------------- --------------- -----------------

         Commtouch Software Ltd.           250,000                 $0.57             $142,500            (2)
         1999 Nonemployee
         Directors Stock Option
         Plan, NIS 0.05 Nominal
         Value
         --------------------------- --------------------- ---------------------- --------------- -----------------

         Wingra Technologies, LLC           81,692                 $1.47             $120,087            (2)
         1998 Unit Option Plan,
         NIS 0.05 Nominal Value (4)
         --------------------------- --------------------- ---------------------- --------------- -----------------

                                            43,475                 $3.50             $152,163            (2)
         --------------------------- --------------------- ---------------------- --------------- -----------------

                                            23,379                 $0.20             $  4,676            (2)
         --------------------------- --------------------- ---------------------- --------------- -----------------

                                            10,234                 $0.40             $  4,094            (2)
         --------------------------- --------------------- ---------------------- --------------- -----------------

                                             3,477                 $3.04             $ 10,570            (2)
         =========================== ===================== ====================== =============== =================

                 Totals (2)                   --                    --               $479,208         $119.80
         =========================== ===================== ====================== =============== =================
(1)    Pursuant  to Rule  416(a) and (b) under the  Securities  Act of 1933,  as  amended,  this
                Registration  Statement  shall also cover any  additional  ordinary  shares  which become
                issuable by reason of any stock dividend, stock split,  recapitalization or other similar
                transaction  which  results  in an  increase  in the number of the  outstanding  ordinary
                shares.  In addition,  pursuant to Rule 416(c)  under the  Securities  Act of 1933,  this
                Registration  Statement also covers an indeterminate amount of interests to be offered or
                sold pursuant to the  registrant's  1999 Employee  Stock Purchase Plan to the extent that
                any such  interests  may be deemed  to  constitute  separate  securities  required  to be
                registered under the Act. Pursuant to General  Instruction E of Form S-8, the contents of
                Registration  Statement on Form S-8 No. 333-94995 (filed by the Registrant on January 20,
                2000) are incorporated by reference.

         (2)    Estimated solely for the purpose of calculating the amount of the registration fee on the
                basis of the average of the high and low prices as reported for an ordinary  share on the
                Nasdaq National Market on July 17, 2001, pursuant to Rule 457(h)(1) and 457(c).  Pursuant
                to Rule 457(o),  the  registration  fee has been  calculated  on the basis of the maximum
                aggregate offering price of all the securities listed in the above Table.

         (3)    The Registrant filed a Registration Statement on Form F-1 (Registration No. 333-31836) on
                March 6, 2000 (the "Form  F-1"),  to register  certain  offers and sales of its  ordinary
                shares as set forth in that Registration Statement. Subsequently, the Registrant withdrew
                the Form F-1 on April 12, 2001. The Registrant is filing this  Registration  Statement on
                Form S-8 to register  the  offering  and sale of the  securities  indicated on this cover
                page. A registration fee of $49,468.00 was paid in connection with the filing of the Form
                F-1.  Pursuant  to Rule  457(p),  the  aggregate  total  dollar  amount of the filing fee
                associated  with the unsold  ordinary  shares under the F-1 is being  offset  against the
                total  filing fee due for this  Registration  Statement.  No prior such offsets have been
                made.

         (4)    The Registrant is registering  outstanding  options under the Wingra  Technologies,  LLC
                1998 Unit Option Plan. This plan was adopted as a plan of the Registrant pursuant to the
                merger  agreement  in which  the  Registrant  acquired  all the  outstanding  membership
                interests of Wingra  Technologies,  LLC.  Options  outstanding at the time of the merger
                were converted into options covering  ordinary shares of the Registrant  exercisable for
                the number of the Registrant's  shares and the exercise price obtained by application of
                the conversion ratio in the merger, and are reflected in the Table above.
2
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1.  Plan Information.

         Note: The document(s) containing the information specified by Part I of
Form S-8 will be sent or given to employees as specified by Rule 428(b)(1).

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents filed or to be filed with the Commission by the
Registrant are incorporated by reference in this Registration Statement:

         (a)  Our Annual Report on Form 20-F for the fiscal year ended  December
              31, 2000, as amended;

         (b)  Our two  reports  on Form 6-K for the months of May 2001 filed May
              29, 2001 (containing  quarterly  information for the quarter ended
              March 31, 2001) and June 1, 2001 (reporting our  transaction  with
              Rideau Ltd. and other  matters) and our report on Form 6-K for the
              month of June 2001 filed June 12, 2001  (reporting our transaction
              with Hughes Holdings LLC.) and

         (c)  The   description  of  our  ordinary   shares   contained  in  the
              Registration Statement under the Exchange Act on Form 8-A as filed
              with the Commission on June 25, 1999, and any subsequent amendment
              or report filed for the purpose of updating this description.

In  addition,  all  subsequent  annual  reports  filed on Form 20-F prior to the
termination of this offering are incorporated by reference into this prospectus.
Also, we may  incorporate by reference our future reports on Form 6-K by stating
in  those  Forms  that  they are  being  incorporated  by  reference  into  this
prospectus.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a),  13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date
of this  Registration  Statement  and prior to the  filing  of a  post-effective
amendment  which  indicates that all securities  offered have been sold or which
deregisters all securities then remaining unsold,  are deemed to be incorporated
by reference  into this  Registration  Statement  and to be part hereof from the
respective  dates of filing of such documents.  Any statement  contained in this
Registration  Statement  or in a document  incorporated  by  reference  shall be
deemed  modified or superseded  to the extent that a statement  contained in any
subsequently  filed  document which also is or is deemed to be  incorporated  by
reference herein or therein modifies or supersedes such statement. Any statement
so modified  or  superseded  shall not be deemed to  constitute  a part  hereof,
except as so modified or superseded.

                                       3
Item 4.  Description of Securities.

              Not applicable.

Item 5.  Interests of Named Experts and Counsel

         Certain  legal  matters  with  respect  to United  States law are being
passed  upon for  Commtouch  by  McCutchen,  Doyle,  Brown & Enersen,  LLP,  San
Francisco,  California.  The validity of the ordinary  shares  offered hereby is
being passed upon for Commtouch by Naschitz, Brandes & Co.,Tel-Aviv, Israel. The
partners of Naschitz,  Brandes & Co. and McCutchen,  Doyle, Brown & Enersen, LLP
beneficially  own, in the aggregate,  less than 1% of the outstanding  shares of
the Company.

Item 6.  Indemnification of Directors and Officers

         Israeli law permits a company to insure an Office  Holder in respect of
liabilities  incurred by him or her as a result of the breach of his or her duty
of care to the company or to another person, or as a result of the breach of his
or her fiduciary duty to the company, to the extent that he or she acted in good
faith and had  reasonable  cause to believe that the act would not prejudice the
company. A company can also insure an Office Holder for monetary  liabilities as
a result of an act or omission that he or she  committed in connection  with his
or her serving as an Office Holder.  Moreover, a company can indemnify an Office
Holder  for (a)  monetary  liability  imposed  upon him or her in favor of other
persons  pursuant to a court  judgment,  including a  compromise  judgment or an
arbitrator's  decision  approved  by  a  court  and  (b)  reasonable  litigation
expenses,  including attorneys' fees, actually incurred by him or her or imposed
upon him or her by a court, in an action, suit or proceeding brought against him
or her by or on behalf of the company or other persons,  or in connection with a
criminal  action which does not require  criminal  intent in which he or she was
convicted,  in each case in connection  with his or her  activities as an Office
Holder.

         Our Articles of  Association  allow us to insure and  indemnify  Office
Holders to the fullest  extent  permitted  by law  provided  such  insurance  or
indemnification   is  approved  by  our  Audit  Committee.   Pursuant  to  these
provisions,  we have in effect  insurance  policies  covering our  directors and
officers.

         Certain  members of our management team are officers of our subsidiary,
Commtouch Inc., a California Corporation,  or reside in California. The Articles
of  Incorporation  of Commtouch Inc. provide that the liability of the directors
of the  corporation  for monetary  damages  shall be  eliminated  to the fullest
extent  permissible  under California law and that the corporation is authorized
to provide for the  indemnification of agents of the corporation,  as defined in
Section  317 of the  California  General  Corporation  Law,  in  excess  of that
expressly permitted by Section 317 for breach of duty to the corporation and its
shareholders to the fullest extent permissible under California law.

                                       4
With  respect  to all  proceedings  other than  shareholder  derivative
actions,  Section 317 permits a California  corporation  to indemnify any of its
directors,  officers or other agents only if such person acted in good faith and
in a manner such person  reasonably  believed to be in the best interests of the
corporation and, in the case of a criminal  proceeding,  had no reasonable cause
to believe the conduct of such person was  unlawful.  In the case of  derivative
actions, a California  corporation may indemnify any of its directors,  officers
or agents  only if such  person  acted in good faith and in a manner such person
believed to be in the best interests of the  corporation  and its  shareholders.
Furthermore,  in derivative  actions,  no  indemnification is permitted (i) with
respect to any matter  with  respect to which the person to be  indemnified  has
been held liable to the corporation,  unless such indemnification is approved by
the court; (ii) of amounts paid in settling or otherwise  disposing of a pending
action  without  court  approval;  or (iii) of expenses  incurred in defending a
pending action which is settled or otherwise disposed of without court approval.
To the  extent  that a  director,  officer  or agent of a  corporation  has been
successful on the merits in defense of any proceeding for which  indemnification
is  permitted  by Section  317, a  corporation  is  obligated  by Section 317 to
indemnify  such person  against  expenses  actually and  reasonably  incurred in
connection with the proceeding.

Item 7.  Exemption from Registration Claimed.

              Not applicable.

Item 8.  Exhibits.

              See Index to Exhibits.

Item 9.  Undertakings.

         (a)  The undersigned Registrant hereby undertakes:

              (1) To file,  during any period in which offers or sales are being
              made, a post-effective amendment to this Registration Statement;

                  (i) To include any prospectus  required by Section 10(a)(3) of
                  the Securities Act;

                  (ii) To reflect in the  prospectus any facts or events arising
                  after the effective date of the Registration Statement (or the
                  most   recent   post-effective   amendment   thereof)   which,
                  individually  or in the  aggregate,  represent  a  fundamental
                  change  in the  information  set  forth  in  the  Registration
                  Statement.  Notwithstanding  the  foregoing,  any  increase or
                  decrease in volume of securities  offered (if the total dollar
                  value of  securities  offered  would not exceed that which was
                  registered)  and any deviation from the low or high and of the
                  estimated  maximum offering range may be reflected in the form
                  of  prospectus  filed  with the  Commission  pursuant  to Rule
                  424(b) if, in the  aggregate,  the changes in volume and price
                  represent  no  more  than 20  percent  change  in the

                                       5
maximum aggregate offering price set forth in the "Calculation
                  of  Registration  Fee"  table  in the  effective  Registration
                  Statement;

                  (iii) To include any material  information with respect to the
                  plan  of   distribution   not  previously   disclosed  in  the
                  Registration   Statement  or  any  material   change  to  such
                  information in the Registration Statement;

provided,  however,  that  paragraphs  (1)(i)  and  (1)(ii)  do not apply if the
Registration Statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained in periodic reports filed by the Registrant  pursuant to Section 13 or
15(d) of the Exchange Act that are incorporated by reference in the Registration
Statement.

              (2) That, for the purpose of determining  any liability  under the
              Securities Act, each such post-effective amendment shall be deemed
              to be a new  Registration  Statement  relating  to the  securities
              offered therein,  and the offering of such securities at that time
              shall be deemed to be the initial bona fide offering thereof.

              (3) To  remove  from  registration  by means  of a  post-effective
              amendment  any of the  securities  being  registered  which remain
              unsold at the termination of the offering.

         (b) The undersigned  Registrant hereby undertakes that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section 13(a) or 15(d) of the Exchange
Act (and,  where  applicable,  each filing of an employee  benefit plan's annual
report  pursuant to Section 15(d) of the Exchange Act) that is  incorporated  by
reference in the Registration Statement shall be deemed to be a new Registration
Statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act may be permitted to directors,  officers and controlling  persons
of the Registrant pursuant to the provisions  described in Item 6, or otherwise,
the  Registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the  Securities  Act and is,  therefore,  unenforceable.  In the event that a
claim for  indemnification  against such liabilities  (other than the payment by
the  Registrant  of  expenses  incurred  or  paid  by  a  director,  officer  or
controlling  person of the Registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the Registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities Act and will be governed by the final adjudication of such issue.

                                       6
SIGNATURES

    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  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the city of Mountain View, State of California, on July 19, 2001.

                                            COMMTOUCH SOFTWARE LTD.

                                            By: /s/ SUNIL BHARDWAJ*
                                                --------------------
                                                    Sunil Bhardwaj
                                                    Chief Financial Officer

    Pursuant  to  the   requirements   of  the  Securities  Act  of  1933,  this
Registration  Statement  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        July 18, 2001
-----------------
   Gideon Mantel          (Principal Executive Officer)

/S/ SUNIL BHARDWAJ*           Chief Financial Officer              July 18, 2001
-------------------
   Sunil Bhardwaj         (Principal Financial Officer)

/S/ DEVYANI PATEL*                  Controller                     July 18, 2001
------------------
   Devyani Patel          (Principal Accounting Officer)

/S/ ALLAN C. BARKAT*                 Director                      July 18, 2001
--------------------
   Allan C. Barkat

/S/ THOMAS C. CAMP*                  Director                      July 18, 2001
-------------------
   Thomas C. Camp

/S/ CAROLYN CHIN*                    Director                      July 18, 2001
-----------------
   Carolyn Chin

/S/ ELTON KING*                      Director                      July 18, 2001
---------------
   Elton King

/S/ AMIR LEV*                        Director                      July 18, 2001
-------------
   Amir Lev

/S/ YAIR SAFRAI*                     Director                      July 18, 2001
----------------
   Yair Safrai

/S/ NAHUM SHARFMAN*                  Director                      July 18, 2001
-------------------
   Nahum Sharfman

*/S/ SUNIL BHARDWAJ   *Individually and as Attorney-in-fact and    July 19, 2001
-------------------
    Sunil Bhardwaj        Authorized U.S. Representative

                                       7
INDEX TO EXHIBITS

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

2.0           Amended and Restated Merger and Exchange  Agreement dated November
              24,  2000  among  Commtouch  Software  Ltd.,  Commtouch  Inc.,  CW
              Acquisition  Corporation,  Wingra,  Incorporated,  the  holder  of
              certain of the outstanding capital stock of Wingra,  Incorporated,
              and the holders of all the  outstanding  membership  interests  in
              Wingra  Technologies,   LLC  other  than  that  owned  by  Wingra,
              Incorporated  (incorporated by reference to Exhibit 3 to Report of
              the Registrant on Form 6-K for the month of January 2001 [File No.
              000-26495])

5.1           Opinion regarding legality of securities to be offered

10.3          Commtouch Software Ltd. 1999 Employee Stock Purchase Plan and form
              thereunder*

10.4          Commtouch  Software Ltd. 1999  Nonemployee  Directors Stock Option
              Plan*

10.4.1        Amendment to Commtouch  Software Ltd. 1999  Nonemployee  Directors
              Stock  Option  Plan  (Incorporated  by  reference  to Exhibit 3 to
              Registrant's Report on Form 6-K for the month of August 2000, File
              No. 000-26495)

10.5          Wingra  Technologies,  LLC 1998 Unit Option Plan  (incorporated by
              reference to Exhibit 3 to Registrant's  Report on Form 6-K for the
              month of May 2001 filed June 1, 2001, File No. 000-26495)

23.1          Consent of Independent Auditors

23.2          Consent of McCutchen, Doyle, Brown & Enersen, LLP

23.3          Consent of Naschitz, Brandes & Co. (See Exhibit 5.1)

24.1          Power of Attorney

---------------------------------
*         (Incorporated  by reference to similarly numbered exhibit in Amendment
No. 1 to Registration Statement on Form F-1 of Commtouch Software Ltd., File No.
333-78531)

                                       8