EXHIBIT 4.2.2

                                 AMENDMENT NO. 2

                                       TO

                              AMENDED AND RESTATED

                          REGISTRATION RIGHTS AGREEMENT

                  This  AMENDMENT  NO. 2 TO AMENDED  AND  RESTATED  REGISTRATION
RIGHTS AGREEMENT (the "Agreement") is made as of the 29 day of February, 2000 by
and among Commtouch Software Ltd., an Israeli company (the "Company") having its
principal executive offices at 6 Hazoran Street, Poleg Industrial Park, P.O. Box
8511, Netanya 42504,  Israel, and the investors identified on the signature page
to this Agreement (collectively, the "Preferred Shareholders").

                  In accordance  with the provisions of Section 7 of the Amended
and Restated Registration Rights Agreement (the "Original Rights Agreement"), as
amended and  restated by Amendment  No. 1 to Amended and  Restated  Registration
Rights  Agreement,  dated January 4, 2000 ("Amendment No. 1" and,  together with
the  Original  Rights  Agreement,  as  amended,  the "Rights  Agreement")  which
provides  that any  provision of the Rights  Agreement  may be amended,  and the
exercise  of any  rights  under  the  Rights  Agreement  may be  waived  (either
generally   or  in  a  particular   instance,   and  either   retroactively   or
prospectively) only with the written consent of the Company,  and at least a 51%
majority  in  interest  of the  holders of the Shares (as  defined in the Rights
Agreement), the parties to this Agreement hereby agree as follows:

                  1. In the event that the Company  undertakes  an  underwritten
secondary  offering of its ordinary  shares during the next sixty (60) days, the
allocation of the ordinary shares to be sold in connection therewith shall be as
follows:

                           (a) First, to the Company, in an amount as determined
         by the Board of Directors of the Company to be in the best interests of
         the Company;

                           (b) Second,  following the  allocation to the Company
         of the amount set forth under paragraph (a) above, the number of shares
         included in the registration  and underwriting  will be allocated among
         the  holders of shares set forth in Exhibit A hereto  (individually,  a
         "Holder" and collectively,  the "Holders")  requesting  registration in
         proportion,  as nearly as  practicable,  to the total  number of shares
         offered  by such  Holders  at the  time  of  filing  of a  registration
         statement  in  connection  with the  offering in an amount equal to the
         balance of the shares remaining to be sold.

                  2. Each Holder shall notify the Company of the total number of
shares such Holder intends to sell and, to the extent that the  underwriters  of
the  secondary  offering  determine it necessary to cutback the number of shares
offered to the public,  each Holder  agrees to a pro rata cutback based upon its
percentage  ownership of the total number of shares  requested to be sold by all
Holders in the secondary offering.

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                  3. Each Holder hereby grants power of attorney as follows:

                           (a) The undersigned  hereby  irrevocably  constitutes
         and  appoints  Allan  Barkat  (the  "Attorney-in-Fact"),  his agent and
         attorney in fact, with full power of substitution,  with respect to all
         matters arising in connection  with the secondary  offering and sale of
         the Company's ordinary shares, including, but not limited to, the power
         and  authority on behalf of the  undersigned  to do or cause to be done
         any of the following things:

                                    (i) negotiate,  determine and agree upon (A)
                  the price at which the ordinary  shares will be offered to the
                  public  by  the  underwriters   pursuant  to  an  Underwriting
                  Agreement   for  the  sale  of  the   ordinary   shares   (the
                  "Underwriting Agreement"),  (B) the underwriting discount with
                  respect to the ordinary shares, and (C) the price at which the
                  ordinary  shares  will  be  sold  to the  Underwriters  by the
                  Selling Stockholders  pursuant to the Underwriting  Agreement,
                  all of which  shall be at the same price or  discount at which
                  the  company  and  other  Selling  Stockholders  offer or sell
                  ordinary shares.

                                    (ii)   prepare,   execute   and  deliver  an
                  Underwriting  Agreement,  but with such  insertions,  changes,
                  additional or deletions as the Attorneys in Fact shall approve
                  as not materially adverse to the undersigned, such approval to
                  be conclusively evidenced by the execution and delivery of the
                  Underwriting  Agreement  by  Attorney-in-Fact,  including  the
                  making of all  representation  and agreements  provided in the
                  Underwriting  Agreement  to be made,  and the  exercise of all
                  authority thereunder vested in, the undersigned;

                                    (iii) sell, assign, transfer and deliver the
                  ordinary   shares  to  the   underwriters   pursuant   to  the
                  Underwriting   Agreement  and  deliver  to  the   underwriters
                  certificates for the ordinary shares so sold;

                                    (iv) take any and all steps deemed necessary
                  or desirable by the  Attorneys-in-Fact  in connection with the
                  registration  of the ordinary  shares under the Securities Act
                  of 1933, as amended (the  "Securities  Act"),  the  Securities
                  Exchange Act of 1934, as amended,  and under the securities or
                  "blue   sky"  laws  of  various   states  and   jurisdictions,
                  including,  without  limitation,  the giving or making of such
                  undertakings,  representations,   warranties,  and  agreements
                  (including,  without limitations,  the restriction on sales of
                  ordinary  shares by the  undersigned)  and the  taking of such
                  other  steps as the  Attorney-in-Fact  may deem  necessary  of
                  advisable;

                                    (v) instruct  the Company and the  Company's
                  custodian  for the ordinary  shares (the  "Custodian")  on all
                  matters  pertaining  to the sale of the  ordinary  shares  and
                  delivery of certificates therefor;


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                                    (vi)  provide,   in   accordance   with  the
                  Underwriting  Agreement,  for the  payment of  expenses of the
                  offering  and  sale  of  the  ordinary  shares  covered  by  a
                  registration  statement  relating  thereto  and  filed  by the
                  Company with the Securities and Exchange Commission;

                                    (vii) retain legal  counsel to represent the
                  undersigned in connection with any and all matters referred to
                  herein (which U.S. counsel will be McCutchen,  Doyle,  Brown &
                  Enersen, LLP);

                                    (viii) otherwise take all actions and do all
                  things necessary or proper,  required,  contemplated or deemed
                  advisable  or  desirable  by  the  Attorney-in-Fact  in  their
                  discretion, including, if necessary, the endorsement (if blank
                  or otherwise) on behalf of the  undersigned of the certificate
                  of  certificates  representing  the ordinary shares or a stock
                  power or powers  attached to such  certificate or certificates
                  and the  execution  and delivery of any other  documents,  and
                  generally  act for and in the  name  of the  undersigned  with
                  respect to the sale of the ordinary shares to the Underwriters
                  and the reoffering of the ordinary shares by the  Underwriters
                  as fully as could the undersigned if then  personally  present
                  and acting.

                           (b) The Custodian,  the Company and the  underwriters
         and all other  persons  dealing with the  Attorney-in-Fact  as such may
         rely  upon any  writing  believed  in good  faith to be  signed  by the
         Attorney-in-Fact.

                           (c)  The  Attorney-in-Fact   shall  not  receive  any
         compensation for his services rendered hereunder.

                  4. Each  Holder  hereby  agrees (a) not to sell,  transfer  or
otherwise  dispose  of their  ordinary  shares  remaining  after  the  secondary
offering  without the prior written consent of the underwriters for a period not
to exceed 90 days after the  commencement  of the  offering  (the length of such
period to be negotiated by the Company and the  Underwriters) and (b) to execute
a  "lock-up"  agreement  to that  effect  which will allow the  underwriters  to
provide for an orderly  distribution of ordinary shares in the proposed offering
and for an orderly market thereafter.

                  5. This  Agreement  shall be  governed  by the laws of Israel,
with any terms  relating to United States  securities  laws to be interpreted in
accordance  with the federal laws of the United  States of America.  Any dispute
arising,  under or with respect to this Agreement shall be resolved  exclusively
in the appropriate court in Tel-Aviv, Israel.

                  6. This Agreement and the Rights  Agreement  shall  constitute
the entire agreement among the parties  regarding the transactions  contemplated
herein and  therein,  and may not be amended  except in  writing.  Except as set
forth herein,  all of the terms of the Rights  Agreement shall remain  unchanged
and be in full force and effect and are hereby  ratified  and  confirmed  in all
respects.  In the event of any conflict between the


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provisions of this  Agreement and the Rights  Agreement,  the provisions of this
Agreement  shall  control.  On and after the date hereof,  each reference in the
Rights Agreement to "this Agreement,"  "hereunder,"  "hereof," "herein" or words
of like import shall mean and be a reference to the Rights  Agreement as amended
hereby.

                  7. This Agreement may be executed in one or more counterparts,
each of which  shall be  deemed an  original,  but all of which  together  shall
constitute one and the same instrument.


<PAGE>



                  IN WITNESS  WHEREOF,  the parties have executed this Amendment
No. 2 to Amended and Restated Registration Rights Agreement as of the date first
above written.

COMMTOUCH SOFTWARE LTD.

         By: __________________________
         Name: ________________________
         Title: _______________________

SHAREHOLDERS:

         By: __________________________
         Name: ________________________
         Company: _____________________
         Title: _______________________

         By: __________________________
         Name: ________________________
         Company: _____________________
         Title: _______________________

         By: __________________________
         Name: ________________________
         Company: _____________________
         Title: _______________________

         By: __________________________
         Name: ________________________
         Company: _____________________
         Title: _______________________

         By: __________________________
         Name: ________________________
         Company: _____________________
         Title: _______________________


<PAGE>



EXHIBIT A

                              LIST OF SHAREHOLDERS

Preferred Shareholders

         All parties who are parties to the  Registration  Rights  Agreement who
request participation in the secondary offering.

Ordinary Shareholders

Any of the following who request participation in the secondary offering:

                  1.       Gideon Mantel

                  2.       Amir Lev

                  1.       Isabel Maxwell

                  2.       Nahum Sharfman

                  3.       James Collins