SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                            ________________________

                                    FORM 6-K

                        REPORT OF FOREIGN PRIVATE ISSUER
                      PURSUANT TO RULE 13A-16 OR 15D-16 OF
                       THE SECURITIES EXCHANGE ACT OF 1934


                                October 28, 2004
                                   __________

                                  FUNDTECH LTD.
                 (Translation of Registrant's Name Into English)


            12 HA'HILAZON STREET, 5TH FLOOR, RAMAT-GAN 52522, ISRAEL
                    (Address of principal executive offices)


         (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
1934.)
         Yes                        No   X
             -----                     -----

      (If "Yes is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82- _________.)


       Registrant's telephone number, including area code: 972 3 575-2750

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                                EXPLANATORY NOTE

Attached are the following exhibits:

99.1 Press release, released publicly on October 28, 2004, entitled "Fundtech
Expands Globally with Two Acquisitions".

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                                    SIGNATURE

      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.

                                                         FUNDTECH LTD.

Date:    October 28, 2004                            By: /s/ Yoram Bibring
                                                         -----------------------
                                                         Yoram Bibring
                                                         Chief Financial Officer





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