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

                                    FORM 20-F/A
                                   Amendment No. 1


  [ ] REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE
      SECURITIES EXCHANGE ACT OF 1934
                                       OR

  [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2001

                                       OR

  [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934
      For the transition period from _________________ to ________________

                        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)

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, 2001).

    Ordinary Shares, par value NIS 0.05             17,496,819

    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]

                                    PART III


Item 19  Exhibits

    The list of exhibits  required by this Item is  incorporated by reference to
the Exhibit Index which precedes the exhibits to this report.


                                   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/ Devyani Patel
                                            ------------------------------------
                                            Devyani Patel
                                            V.P. Finance

April 26, 2002


Item 19. Exhibits

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

     1.1      Memorandum of Association of the Registrant.(1)

     1.2      Articles of Association of the Registrant.(6)

     2.1      Specimen Certificate of Ordinary Shares.(1)

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

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

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

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

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

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

     2.6      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)

     2.7      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.

     2.8      Ordinary  Shares  and  Warrants  Purchase  Agreement  dated  as of
              February 27, 2002 by and between Commtouch  Software Ltd., and the
              Investors Listed on Exhibit A Thereto

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

     4.10.2   Form of Letter  Agreement  between  the  Registrant  and  Selling.
              Securityholders extending deadline for SEC registration.(4)

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

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

     4.13     Wingra Technologies, LLC 1998 Unit Option Plan (13)

     4.14     Stock  Purchase  Agreement  between  Commtouch  Software  Ltd. and
              Rideau Ltd., dated June 1, 2001 (12)

     4.15     Form of Wingra Technologies, LLC Investor Option Agreement (14)

     4.16     Form of Wingra Technologies, LLC Investor Warrant Agreement (15)

     4.17     Stock  Purchase  Agreement  between  Commtouch  Software  Ltd. and
              Hughes Holdings LLC., dated June 5, 2001 (16)

     4.18     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.(17)

     4.19     Conditional  Lease  Termination  Agreement  between  EOP-Shoreline
              Technology Park, L.L.C. and Commtouch Inc. dated December 21, 2001

     4.20     Settlement  between  Compaq  Financial  Services  Corporation  and
              Commtouch Inc. and Commtouch Software Ltd. dated December 21, 2001

     4.21     Settlement and  Termination of Services  Agreement  between Exodus
              Communications, Inc. and Commtouch Inc. dated January 10, 2002

     4.22     Amended  and  Restated  1996 CSI  Stock  Option  Plans and form of
              agreement thereunder (18)

     4.23     Amended and Restated  1999 Section 3(i) Share Option Plan and form
              of option agreement thereunder (19)

     4.24     Amended 1999 Non-Employee  Directors Stock Option Plan and form of
              agreement thereunder (20)

     4.25     Agreement  of Merger  between CP Software  Group  Inc.,  Commtouch
              Software Ltd, MailCentro,  Inc. and CPSGNEWCO, Inc. dated November
              16, 2001

     4.26     Business  Unit  Purchase  Agreement by and between  Telecomputing,
              Inc. and Commtouch Inc. dated January 15, 2002

     4.27     Sale and  Purchase  Agreement  by and between  Commtouch  Software
              Ltd., Commtouch Inc., Wingra,  Incorporated,  Wingra Technologies,
              L.L.C., Jan Eddy and Steven Entine dated February 25, 2002

     8        Subsidiaries of the Company.

     10.1     Consent of Kost, Forer & Gabbay, independent auditors.*

     10.2     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.
(12) Incorporated  by reference to Exhibit 1 to Report on Form 6-K for the month
     of May 2001, filed June 1, 2001.
(13) Incorporated  by reference to Exhibit 2 to Report on Form 6-K for the month
     of May 2001, filed June 1, 2001.
(14) Incorporated  by reference to Exhibit 3 to Report on Form 6-K for the month
     of May 2001, filed June 1, 2001.
(15) Incorporated  by reference to Exhibit 4 to Report on Form 6-K for the month
     of May 2001, filed June 1, 2001.
(16) Incorporated  by reference to Exhibit 4 to Report on Form 6-K for the month
     of May 2001, filed June 12, 2001.
(17) Incorporated  by  reference to Exhibit  10.13 to Amendment  No. 1 to Annual
     Report on Form 20-F for the year ended December 31, 2000.
(18) Incorporated by reference to Exhibit 4 to Schedule TO, filed July 20, 2001.
(19) Incorporated by reference to Exhibit 5 to Schedule TO, filed July 20, 2001.
(20) Incorporated by reference to Exhibit 6 to Schedule TO, filed July 20, 2001.

_____________________________________________
* Filed herewith.  All other exhibits previously filed.

Exhibit 10.1

Consent of Kost, Forer & Gabbay, independent auditors.