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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                ----------------

                               Amendment No. 1 to
                                    FORM 20-F

                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 2000

                        Commission file number 000-26495

                             COMMTOUCH SOFTWARE LTD.
         ---------------------------------------------------------------
    (Exact name of Registrant as specified in its charter and translation of
                         Registrant's name into English)

                                     Israel
         ---------------------------------------------------------------
                 (Jurisdiction of incorporation or organization)

                                6 Hazoran Street
                      Poleg Industrial Park, P.O. Box 8511
                              Netanya 42504, Israel
                               011-972-9-863-6888
         ---------------------------------------------------------------
                    (Address of principal executive offices)

                     Sunil Bhardwaj, Chief Financial Officer
                               2029 Stierlin Court
                             Mountain View, CA 94043
                                  650-864-2000

            (name, address, including zip code, and telephone number,
              including area code of agent for service of process)


         ---------------------------------------------------------------
Securities registered or to be registered pursuant to Section 12(b) of the Act.

          Title of each class         Name of each exchange on which registered
        ----------------------       -------------------------------------------
                  N/A                                  None


Securities registered or to be registered pursuant to Section 12(g) of the Act.

                  Ordinary Shares, par value NIS 0.05 per share
         ---------------------------------------------------------------
                                (Title of Class)

Securities for which there is a reporting  obligation  pursuant to Section 15(d)
of the Act.

                                      None
         ---------------------------------------------------------------

     Indicate the number of outstanding  shares of each of the issuer's  classes
of capital or common  stock as of the close of the period  covered by the annual
report (December 31, 2000).

     Ordinary Shares, par value NIS 0.05                        16,925,022

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

                                 Yes [X] No [_]

     Indicate by check mark which  financial  statement  item the registrant has
elected to follow.

                             Item 17 [_] Item 18 [X]

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<PAGE>


                                    PART III

Item 18. Financial Statements


  (a)  (1) Financial Statements
                                                                   Page
                                                                  ------
Report of Independent Auditors ................................    F-1
Consolidated Balance Sheets ...................................    F-2
Consolidated Statements of Operations  ........................    F-3
Statement of Changes in Shareholders' Equity  .................    F-4
Consolidated Statements of Cash Flows .........................    F-5
Notes to Consolidated Financial Statements ....................    F-6

   (a) (2) Financial Statement Schedule:

The following  financial  statement schedule of Commtouch Software Ltd. for each
of the three years in the period ended December 31, 2000 is filed as part of the
Annual Report and should be read in conjunction with the consolidated  financial
statements of Commtouch Software, Ltd.


  Schedule II --Valuation and Qualifying Accounts

Schedules not listed above have been omitted because the information required to
be set forth therein is not applicable or is shown in the consolidated financial
statements or notes thereto.

   (b) Exhibits

   The exhibits to this report are listed in the exhibit index attached hereto.


<PAGE>


                                 EXHIBIT INDEX


Exhibit
 Number                     Description of Document
-------        -----------------------------------------------------------------
3.1            Memorandum of Association of the Registrant.(1)

3.2            Articles of Association of the Registrant.(6)

4.1            Specimen Certificate of Ordinary Shares.(1)

4.2            Amended and Restated  Registration  Rights  Agreement dated as of
               April 19, 1999.(1)

4.2.1          Amendment  No. 1 to  Amended  and  Restated  Registration  Rights
               Agreement dated as of December 29, 1999.(4)

4.2.2          Amendment  No. 2 to  Amended  and  Restated  Registration  Rights
               Agreement dated as of March 10, 2000.(5)

4.3            Form of  Tag-Along  Rights  (Right of First  Refusal and Co-Sale)
               Agreement dated as of December 23, 1998.(1)

4.4            Form of Drag-Along Letter dated as of April 15, 1999.(1)

4.5            Ordinary Shares Purchase  Agreement  between  Commtouch  Software
               Ltd. and Torneaux Fund Ltd., dated January 23, 2001.(9)

4.6            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.(10)

4.7            Registrant  hereby agrees to furnish the  Securities and Exchange
               Commission,  upon  request,  with the  instruments  defining  the
               rights  of  holders  of  long-term  debt of the  registrant  with
               respect to which the total amount of securities  authorized  does
               not exceed 10% of the total assets of the Registrant.

10.1           Registrant's  1996 CSI Stock Option Plan and forms of  agreements
               thereunder.(1)

10.2           Registrant's   form  of  Stock  Option   Agreement   for  Israeli
               Employees.(1)

10.3           Registrant's  1999  Stock  Option  Plan  and  form  of  agreement
               thereunder.(1)

10.4           Commtouch  Software Ltd. 1999 Nonemployee  Directors Stock Option
               Plan.(1)

10.4.1         Amendment to Commtouch  Software Ltd. 1999 Nonemployee  Directors
               Stock Option Plan.(7)

10.5           Commtouch  Software Ltd. 1999  Employee  Stock  Purchase Plan and
               forms thereunder.(1)

10.6           Sublease  between  ASCII  of  America,  Inc.  and  Commtouch  for
               Commtouch's  offices in Santa Clara,  California,  dated December
               16, 1998.(1)


<PAGE>
10.7           Lease  between  DeAnza  Building and  Commtouch  for  Commtouch's
               offices in  Sunnyvale,  California,  dated  February 5, 1996,  as
               amended.(1)

10.8           Form of Letter Agreement  between the Registrant and U.S. Bancorp
               Piper Jaffray.(2)

10.9           Form of  Customized  Web-based  Email  Service  Agreement  by and
               between Go2Net, Inc. and the Registrant.(3)

10.9.1         Form of Share  Warrant  for Go2Net,  Inc.  to  purchase  ordinary
               shares of the Registrant.(3)

10.9.2         Form of Share  Warrant  for  Microsoft  Corporation  to  purchase
               ordinary shares of the Registrant dated October 26, 1999.(4)

10.9.3         Amendment  dated  December 29, 1999 to Form of Share  Warrant for
               Microsoft   Corporation  to  purchase   ordinary  shares  of  the
               Registrant.(4)

10.9.4         Lockup Agreement between the Registrant and Microsoft Corporation
               dated December 29, 1999.(4)

10.10          Form of Share  Purchase  Agreement  by and among the  Registrant,
               Go2Net, Inc. and Vulcan Ventures Incorporated.(3)

10.10.1        Form  of   Registration   Rights   Agreement  by  and  among  the
               Registrant, Go2Net, Inc. and Vulcan Ventures Incorporated.(3)

10.10.2        Form of Letter  Agreement  between  the  Registrant  and  Selling
               Security holders extending deadline for SEC registration.(4)

10.11          Commtouch Software Ltd. 1999 Section 3(I) Share Option Plan.(8)

10.12          Office Lease between  EOP-Shoreline  Technology Park,  L.L.C. and
               Commtouch Software, Inc. dated October 28, 1999.(11)

10.13          Agreement of Commercial  Lease between Am-Ram Pituah Drom Netanya
               (South Netanya  Development) Ltd. as Lessor and Comtouch Software
               Ltd.  as Lessee  dated  June 3,  2000 for  premises  in  Netanya,
               Israel.*

21             Subsidiaries of the Company.

23             Consent of Kost, Forer & Gabbay, independent auditors (revised).*

99.1           Press Release of the Registrant, dated July 7, 1999.(2)

99.2           Memorandum of Understanding between the Registrant,  Go2Net, Inc.
               and Vulcan Ventures Incorporated, dated July 7, 1999.(2)

------------

(1)       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.

(2)       Incorporated by reference to similarly  numbered  exhibit in Amendment
          No. 4 to  Registration  Statement  on Form F-1 of  Commtouch  Software
          Ltd., File No. 333-78531.

(3)       Incorporated by reference to similarly  numbered  exhibit in Amendment
          No. 5 to  Registration  Statement  on Form F-1 of  Commtouch  Software
          Ltd., File No. 333-78531.

(4)       Incorporated by reference to similarly  numbered  exhibit in Amendment
          No. 1 to  Registration  Statement  on Form F-1 of  Commtouch  Software
          Ltd., File No. 333-89773.

(5)       Incorporated by reference to similarly  numbered  exhibit in Amendment
          No. 2 to  Registration  Statement  on Form F-1 of  Commtouch  Software
          Ltd., File No. 333-89773, filed March 28, 2000.

(6)       Incorporated  by  reference to Exhibit 2 to Report on Form 6-K for the
          month of August 2000.

(7)       Incorporated  by  reference to Exhibit 3 to Report on Form 6-K for the
          month of August 2000.

(8)       Incorporated by reference to Exhibit 10.2 to Registration Statement on
          Form S-8 No. 333-94995.

(9)       Incorporated  by  reference to Exhibit 2 to Report on Form 6-K for the
          month of January 2001.

(10)      Incorporated  by  reference to Exhibit 3 to Report on Form 6-K for the
          month of January 2001.

(11)      Incorporated  by  reference to Exhibit 1 to Report on Form 6-K for the
          month of January 2001.

----------
* Filed herewith all other exhibits previously filed.
<PAGE>


                                   SIGNATURES

Pursuant to the  requirements  of Section 12 of the  Securities  Exchange Act of
1934, the registrant  certifies that it meets all of the requirements for filing
on Form 20-F and has duly caused this amendment to annual report to be signed on
its behalf by the undersigned, thereunto duly authorized.


                                          COMMTOUCH SOFTWARE LTD.


                                          By:        /s/ Sunil Bhardwaj
                                             -----------------------------------
                                                         Sunil Bhardwaj
                                                     Chief Financial Officer
May 22, 2001