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

                              -------------------
                                   FORM 10-Q
                              -------------------
(Mark One)
     [X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                 SECURITIES EXCHANGE ACT OF 1934

                 For the quarterly period ended March 31, 2002

                                      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 No.: 0-30849


                             WEBEX COMMUNICATIONS, INC
               (Exact name of registrant as specified in its charter)

          Delaware                                          77-0548319
(State or other jurisdiction of                          (I.R.S. Employer
 incorporation or organization)                        Identification Number)

                               307 West Tasman Drive
                             San Jose, California 95134
                      (Address of principal executive offices)

                              Telephone: (408) 435-7000
                (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (l) 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 at least the past 90 days.  Yes [X]  No [   ]

On May 1, 2002, 40,289,692 shares of Registrant's Common Stock,  $0.001 par
value were outstanding.

===============================================================================


                           WEBEX COMMUNICATIONS, INC.
              QUARTERLY REPORT ON FORM 10-Q FOR THE PERIOD ENDED
                                MARCH 31, 2002

                              TABLE OF CONTENTS

                                                                  Page No.

PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

         Unaudited Condensed Consolidated Balance Sheets at
          March 31, 2002 and December 31, 2001                         3

         Unaudited Condensed Consolidated Statements of Operations
          for the three months ended March 31, 2002 and 2001           4

         Unaudited Condensed Consolidated Statements of Cash Flows
          for the three months ended March 31, 2002 and 2001           5

         Notes to Unaudited Condensed Consolidated Financial           6
          Statements

Item 2.  Management's Discussion and Analysis of Financial Condition  10
         and Results of Operations

Item 3.  Quantitative and Qualitative Disclosures About Market Risk   21

PART II. OTHER INFORMATION

Item 5.  Other Information                                            22

Item 6.  Exhibits and Reports on Form 8-K	                            22

Signatures                                                            23

Exhibit Index                                                         24



                            PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

                              WEBEX COMMUNICATIONS, INC.
                 UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (In thousands)

                                       ASSETS


                                                       March 31,   December 31,
                                                          2002         2001
                                                     ------------ ------------
Current assets:
  Cash and cash equivalents                             $47,268      $42,146
  Accounts receivable, net of allowances
   of $6,845 and $6,825, respectively                    18,828       17,938
  Prepaid expenses and other current assets               1,000        1,830
  Due from related party                                     --        1,100
                                                     ------------ ------------
     Total current assets                                67,096       63,014
  Property and equipment, net                            24,522       25,362
  Other non-current assets                                1,874        1,920
                                                     ------------ ------------
     Total assets                                       $93,492      $90,296
                                                     ============ ============
                        LIABILITES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable                                      $ 9,089      $ 9,156
  Accrued liabilities                                     7,494        6,695
  Deferred revenue                                        8,122        8,136
  Current portion of capital lease obligation             1,251        1,410
  Short-term debt                                         5,500        5,500
                                                     ------------ ------------
     Total current liabilities                           31,456       30,897
Capital lease obligation less current portion               255          572
                                                     ------------ ------------
     Total liabilities                                   31,711       31,469
                                                     ------------ ------------
Stockholders' equity:
  Common stock                                               40           40
  Additional paid-in capital                            189,725      189,649
  Notes receivable from stockholder                         (45)         (45)
  Deferred equity-based compensation                     (3,986)      (5,724)
  Accumulated deficit                                  (123,990)    (125,120)
  Accumulated other comprehensive income                     37           27
                                                     ------------ ------------
     Total stockholders' equity                          61,781       58,827
                                                     ------------ ------------
     Total liabilities and stockholders' equity         $93,492      $90,296
                                                     ============ ============

             See accompanying notes to unaudited condensed consolidated
                                 financial statements.


                              WEBEX COMMUNICATIONS, INC.

              UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                        (In thousands, except per share data)

                                                        Three Months Ended
                                                   ---------------------------
                                                     March 31,      March 31,
                                                        2002           2001
                                                   ------------   ------------
Net revenues                                          $29,569        $14,761
Cost of revenues                                        6,014          4,619
                                                   ------------   ------------
     Gross profit                                      23,555         10,142
                                                   ------------   ------------
Operating expenses:
  Sales and marketing                                  13,235         11,806
  Research and development                              5,224          3,726
  General and administrative                            3,307          2,087
  Equity-based compensation*                              622          3,522
                                                   ------------   ------------
     Total operating expenses                          22,388         21,141
                                                   ------------   ------------
     Operating income (loss)                            1,167        (10,999)
Interest and other income (expense), net                   (2)           300
                                                   ------------   ------------
Net income (loss) before income tax                     1,165        (10,699)
Provision for income tax                                   35             --
                                                   ------------   ------------
Net income (loss)                                     $ 1,130       ($10,699)
                                                   ============   ============

Net income (loss) per share:
Basic                                                 $  0.03        $ (0.31)
Diluted                                                  0.03          (0.31)

Shares used in per share calculations:
Basic                                                  38,976         34,061
Diluted                                                42,649         34,061

*Equity-based compensation:
  Sales and marketing                                 $   198        $ 2,159
  Research and development                                125            490
  General and administrative                              299            873
                                                   ------------  -------------
                                                      $   622        $ 3,522
                                                   ============   ============

          See accompanying notes to unaudited condensed consolidated
                             financial statements.


                                  WEBEX COMMUNICATIONS, INC.

                  UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                        (In thousands)

                                                         Three Months Ended
                                                    --------------------------
                                                      March 31,      March 31,
                                                         2002           2001
                                                    ------------   ------------
Cash flows from operating activities:
 Net income (loss)                                     $  1,130       $(10,699)
 Adjustments to reconcile net income (loss) to net
  cash provided by (used in) operating activities:
  Provisions for doubtful accounts and sales allowance    4,267          1,645
  Depreciation and amortization                           2,901          1,835
  Other than temporary declines in equity investments       125             --
  Equity-based compensation                                 622          3,522
  Changes in operating assets and liabilities:
   Accounts receivable                                      491         (1,182)
   Prepaid expenses and other current assets                830          1,096
   Other non-current assets                                  (8)           (65)
   Accounts payable                                         (67)        (1,252)
   Accrued liabilities                                      799          2,009
   Deferred revenue                                         (14)          (693)
   Other                                                     11             (5)
                                                    ------------   ------------
    Net cash provided by (used in) operating
     Activities                                           5,439         (6,015)
                                                    ------------   ------------
Cash flows from investing activities:
  Payments from related party                             1,100             --
  Payments of security deposits                            (203)            --
  Purchases of property and equipment                    (1,932)        (4,022)
                                                    ------------   ------------
    Net cash used in investing activities                (1,035)        (4,022)

Cash flows from financing activities:
  Net proceeds from issuances of common stock             1,194            146
  Repurchase of restricted stock                             --            (16)
  Principal payments on capital lease obligation           (476)          (310)
  Borrowings under debt agreement                         5,500          5,500
  Repayments under debt agreement                        (5,500)            --
    Net cash provided by financing activities               718          5,320
                                                    ------------   ------------
Net change in cash and cash equivalents                   5,122         (4,717)
Cash and cash equivalents at beginning of the period     42,146         28,214
                                                    ------------   ------------
Cash and cash equivalents at end of the period         $ 47,268       $ 23,497
                                                    ============   ============
Supplemental disclosures of non-cash investing
 and financing activities:
  Reduction in equity-based compensation due to
   forfeitures of stock options                        $   (864)      $   (432)
                                                    ============   ============
           See accompanying notes to unaudited condensed consolidated
                            financial statements.




                           WEBEX COMMUNICATIONS, INC.
                            March 31, 2002 and 2001
          NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                    (In thousands except per share amounts)

1.  Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have
been prepared by WebEx Communications, Inc. (the "Company" or "WebEx") in
accordance with the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures normally included in
consolidated financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted in accordance
with such rules and regulations. In the opinion of management, the accompanying
unaudited financial statements reflect all adjustments, consisting only of
normal recurring adjustments, necessary to present fairly the financial
position of the Company, and its results of operations and cash flows. These
financial statements should be read in conjunction with the Company's audited
consolidated financial statements and notes as of and for the year ended
December 31, 2001, included in the Company's Form 10-K filed with the
Securities and Exchange Commission on March 28, 2002.

The results of operations for the three months ended March 31, 2002 are not
necessarily indicative of the results that may be expected for the year ending
December 31, 2002 or any other future period, and the Company makes no
representations related thereto.

The consolidated financial statements include the accounts of WebEx and its
wholly-owned subsidiaries. All significant intercompany accounts and
transactions have been eliminated in consolidation.

2. Revenue Recognition

Revenue is derived from web communication services.  Web communication services
revenue is generated through a variety of contractual arrangements directly
with customers and with distribution partners, who in turn sell the services to
customers.  The Company sells web communication services directly to customers
through service subscriptions and pay-per-use arrangements.  Under these
arrangements, customers access the application hosted on WebEx servers using a
standard web browser.  Subscription arrangements include monthly subscriber
user fees, user set-up fees and hosting fees in limited cases of customer-
dedicated hosted software.   The subscription arrangements are considered
service arrangements in accordance with EITF Issue No. 00-3, Application of
AICPA Statement of Position 97-2, Software Revenue Recognition, to Arrangements
That Include the Right to Use Software Stored on Another Entity's Hardware,
and, accordingly revenue is recognized ratably over the service period provided
that evidence of the arrangement exists, the fee is fixed or determinable and
collectibility is reasonably assured.  Initial set up fees received in
connection with these arrangements are recognized ratably over the initial term
of the contract.  During the initial term, the company provides training
services, web-page design and set-up services.  In addition to the subscription
services revenue, WebEx derives revenue from pay-per-use services and telephony
charges which are recognized as the related services are provided.
The Company also enters into reselling arrangements with distribution partners,
which purchase and resell our services on a revenue sharing, discounted or pay-
per-use basis.   Revenue under these arrangements are derived from hosted
services provided to end users and are recognized over the service period
provided that evidence of the arrangement exists, the fee is fixed or
determinable and collectibility is reasonably assured.  Initial set up fees
received in connection with these arrangements are recognized ratably over the
initial term of the contract.  During the initial term, the company provides
training services, web-page design and set-up services.  Service fees are
recognized as the services are provided for pay-per-use service arrangements
and ratably over the service period for services provided on a subscription
basis through the reseller.  Advance payments received from distribution
partners are deferred until the related services are provided or until
otherwise earned by WebEx.   In cases where WebEx collects from the end-user,
revenue is recognized at the gross amount received from end users with payments
made to distribution partners recorded as a commission expense.  In cases where
the end-user contracts directly with the distribution partner, revenue is
recognized at the net amount earned from the distribution partner.

During 2000, we entered into a distribution agreement with a partner where by
we received $1,000 in equity securities of the distribution partner in
consideration for services to be provided over the term of the agreement.  We
have accounted for this agreement in accordance with the provisions of EITF
Issue No. 00-8, "Accounting by a Grantee for an Equity Instrument to be
Received in Conjunction with Providing Goods or Services."  For the quarter
ended March 31, 2002 and 2001, we have recognized $730 and $0 in revenue,
respectively, under this agreement.

Persuasive evidence for all of our arrangements is represented by a signed
contract. Collectibility of guaranteed minimum revenue commitments by resellers
is not reasonably assured; thus revenue from guaranteed minimum commitments is
deferred until services are sold by the reseller to an end-user customer or
until the guaranteed minimum commitment is both earned by WebEx and paid by the
reseller.  For all other arrangements, an estimate of the sales reserve for
losses on receivables due to customer cancellations or terminations is recorded
as a reduction in reported revenues at the time of sale. The sales reserve is
estimated based on an analysis of the historical rate of cancellations or
terminations. The accuracy of the estimate is dependent on the rate of future
cancellations or terminations being consistent with the historical rate.
WebEx records an allowance for doubtful accounts to reduce accounts receivables
to amounts expected to be received from customers.  Increases to the allowance
for doubtful accounts are charged to general and administrative expense as bad
debt expense.  Losses on accounts receivable due to financial distress or
failure of the customer are charged to the allowance for doubtful accounts.
The allowance is estimated based on an analysis of the historical rate of
credit losses.  The accuracy of the estimate is dependent on the future rate of
credit losses being consistent with the historical rate.

Deferred revenue includes amounts billed to customers for which revenue has not
been recognized, which generally result from the following: (1) unearned
portion of monthly billed subscription service fees; (2) deferred subscription
and distribution partner set-up fees; and (3) advances received from
distribution partners under revenue sharing arrangements.

3. Net Income (Loss) Per Share

Basic net income (loss) per share is computed using the weighted-average number
of common shares outstanding for the period excluding restricted common shares
subject to repurchase. Diluted net income (loss) per share reflects the
potential dilution that could occur if securities or other contracts to issue
common stock were exercised or converted into common stock. Potential common
shares are comprised of restricted common stock subject to repurchase and
incremental shares of common stock issuable upon the exercise of warrants and
stock options computed using the treasury stock method.

The following table sets forth the computation of basic and diluted net income
(loss) per common share for the three months ended March 31, 2002 and 2001:




                                                          March 31,
                                                    --------------------
                                                       2002       2001
                                                    ---------  ---------
             Numerator:
              Net income (loss)                      $  1,130   ($10,699)
                                                    ---------  ---------
             Denominator:
              Denominator for basic net income
               (loss) per common share                 38,976     34,061
                                                    ---------  ---------

              Effect of dilutive securities:
               Weighted-average shares subject
                to repurchase                           1,145         --
               Weighted-average options outstanding     2,528         --
                                                    ---------  ---------

              Denominator for diluted net income
               (loss) per common share--adjusted
               weighted-average shares and assumed
               conversions                             42,649     34,061
                                                    =========  =========

              Basic net income (loss) per common
               Share                                 $   0.03   $  (0.31)
                                                    =========  =========

              Diluted net income (loss) per common
               Share                                 $   0.03   $  (0.31)
                                                    =========  =========

The following potential common shares have been excluded from the computation
of diluted net loss per share for the three months ended March 31, 2002 and
March 31, 2001 because their effect would have been antidilutive:


                                                          March 31,
                                                    --------------------
                                                       2002       2001
                                                    ---------  ---------
Shares issuable under stock options            2,727      4,938
Shares of restricted common stock subject
 to repurchase                                    --      2,394
Shares issuable pursuant to warrants              --        340


The exercise price of antidilutive stock options outstanding as of March 31,
2002 range from $19.13 to $55.38 and as of March 31, 2001 the range was from
$0.05 to $55.38.  The weighted-average exercise price of warrants outstanding
as of March 31, 2001 was $12.50. The weighted-average repurchase price of
restricted common shares outstanding as of March 31, 2001 was $0.83.


4. Related Party Transactions

WebEx has contracts for engineering services with two companies in China owned
by the spouse of one of our founding executives, who is also a major
stockholder.  WebEx has contracts with these companies under which they perform
development projects, assign ownership of the work performed to WebEx, and
invoice WebEx for services rendered based on a monthly fee per employee working
on WebEx projects. These companies provide a significant amount of quality
assurance testing and software development activities for WebEx.  Expense for
engineering services pursuant to these arrangements for the three month period
ending March 31, 2002 and March 31, 2001 were $750 and $570, respectively.
In April 2000, WebEx loaned $3,600 to its CEO.  The loan matured in April 2002,
bears interest at a rate of 6.5% per annum, and is secured by the personal
residence of the CEO and 1,000,000 shares of WebEx stock.  The loan was
originally secured by 3,000,000 shares of WebEx stock.  The CEO paid the
remaining principal and outstanding interest on March 26, 2002 and the loan was
retired.

5. Commitments

At March 31, 2002, WebEx has material purchase commitments, including usage of
telecommunication lines and data services, equipment and software purchases and
construction of leasehold improvements at new leased facilities, of $5.1
million.

WebEx leases office facilities under various operating leases that expire
through 2008. Total future minimum lease payments, net of sublease rental
income, under these leases amount to approximately $20.2 million.


6. Significant Customer Information and Segment Reporting

SFAS No. 131, Disclosure about Segments of an Enterprise and Related
Information, establishes standards for the reporting by business enterprises of
information about operating segments, products and services, geographic areas,
and major customers. The method for determining what information to report is
based on the way that management organizes the operating segments within WebEx
for making operational decisions and assessments of financial performance.

WebEx's chief operating decision-maker is considered to be the chief executive
officer (CEO). The CEO reviews financial information presented on a
consolidated basis for purposes of making operating decisions and assessing
financial performance. WebEx has determined that it operates in a single
operating segment, specifically, web communication services.



7. Recent Accounting Pronouncements

In June 2001, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards No. 141 (SFAS 141), Business Combinations.
SFAS 141 requires the purchase method of accounting for all business
combinations initiated after June 30, 2001 and eliminates the pooling-of-
interests method. The adoption of SFAS 141 did not have a material effect on
our financial condition or results of operations.

In June 2001, the FASB issued SFAS 142, Goodwill and Other Intangible Assets,
which requires the discontinuance of goodwill amortization. SFAS 142 is
required to be applied for fiscal years beginning after December 15, 2001, with
certain early adoption permitted. We adopted SFAS 142 in the first quarter of
2002, and the adoption did not have a material effect on our financial
condition or results of operations.

In August 2001, the FASB issued SFAS 143, Accounting for Asset Retirement
Obligations. SFAS 143 addresses financial accounting and reporting for
obligations associated with the retirement of tangible long-lived assets and
the associated retirement costs. We will adopt SFAS 143 for our first quarter
of 2003, and the adoption will not have a material effect on our financial
condition or results of operations.

In October 2001, the FASB issued SFAS 144, Accounting for the Impairment or
Disposal of Long-Lived Assets. SFAS 144 supersedes SFAS 121, Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of,
and certain provisions of APB Opinion No. 30, Reporting the Results of
Operations - Reporting the Effects of Disposal of a Segment of a Business, and
Extraordinary, Unusual and Infrequently Occurring Events and Transactions (APB
30).  SFAS 144 establishes standards for long-lived assets to be disposed of,
and redefines the valuation and presentation of discontinued operations.  We
adopted SFAS 144 in the first quarter of 2002, and the adoption did not have a
material effect on our financial condition or results of operations.



Item 2. Management's Discussion and Analysis of Financial Condition and Results
        of Operations

The following discussion contains forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of
the Securities Exchange Act of 1934, as amended.  Words such as "anticipates,"
"expects," "intends," "plans," "believes," "seeks," "estimates" and similar
expressions identify such forward-looking statements.  These forward-looking
statements are subject to risks and uncertainties that could cause actual
results to differ materially from those indicated in the forward-looking
statements.  These are statements that relate to future periods and include,
but are not limited to statements as to expected benefits of our products and
services, expected expenses  including those related to sales and marketing,
research and development, general and administrative and equity-based
compensation, anticipated increase in our customer base, expansion of our
service offerings and service functionalities, ability to reduce operating
expenses, expected revenue levels and sources of revenue, expected impact, if
any, of legal proceedings, expected increases in headcount, the adequacy of
liquidity and capital resources, the sufficiency of our cash reserves to meet
our capital requirements, expected improvement of our cash flow, expected
growth in business and operations, our ability to realize positive cash flow
from operations, the ability of cash generated from operations to satisfy our
liquidity requirements, our ability to realize net earnings, and the effect of
recent accounting pronouncements.  Factors that could cause actual results to
differ materially from those predicted, include but are not limited to, our
dependence on key products and/or services, demand for our products and
services, our ability to attract and retain customers and distribution partners
for existing and new services, our ability to expand our operations
internationally, our ability to expand our infrastructure to meet the demand
for our services, our ability to control our expenses, our ability to recruit
and retain employees particularly in the areas of sales, engineering, support
and hosting services, the ability of distribution partners to successfully
resell the our services, the economy and the strength of competitive offerings
and the prices being charged by those competitors.

Additional factors, which could cause actual results to differ materially,
include those set forth in the following discussion, and, in particular, the
risks discussed in "Factors that May Affect Results." These forward-looking
statements speak only as of the date hereof.  Unless required by law, the
Company undertakes no obligation to update publicly any forward-looking
statements.

This Management's Discussion and Analysis of Financial Condition and Results of
Operations should be read in conjunction with our Condensed Consolidated
Financial Statements and notes thereto which appear elsewhere herein.

Overview and Critical Accounting Policies

We develop and market services that allow end-users to conduct meetings and
share software applications, documents, presentations and other content on the
Internet using a standard web browser.  Integrated telephony and web-based
audio and video services are also available using standard devices such as
telephones, computer web-cameras and microphones.

We commenced operations under the name Silver Computing, Inc. in February 1995.
We changed our name to Stellar Computing Corporation in June 1997, ActiveTouch
Systems, Inc. in December 1997, ActiveTouch, Inc. in May 1998, and WebEx, Inc.
in December 1999.  In July 2000, we reincorporated in Delaware under the name
WebEx Communications, Inc.  We released interactive communications software
built on our technology in early 1998.  We began offering WebEx Meeting Center,
our first real-time, interactive multimedia communications service, in February
1999 and began selling the service to customers and distribution partners.  We
also made available a subset of our service for free at www.webex.com.  Since
February 1999, our activities have been focused on continuing to enhance and
market our WebEx Interactive Platform and our WebEx Meeting Center service,
developing and deploying new services, expanding our sales and marketing
organizations, and deploying our global WebEx Interactive Network.  We
currently provide the following four services: WebEx Meeting Center, WebEx
Business Exchange, WebEx OnCall and WebEx OnStage.

In February 1999, with the introduction of WebEx Meeting Center, we began
providing our customers and distribution partners access to our hosted services
under subscription and other service arrangements and discontinued selling
software licenses to end-users.  Under these arrangements, end-users access our
services hosted on our servers using a standard web browser.  Under the
consensus published by the Emerging Issues Task Force of the Financial
Accounting Standards Board for Issue No. 00-3, Application of AICPA SOP 97-2,
Software Revenue Recognition, to Arrangements that Include the Right to Use
Software Stored on Another Entity's Hardware, hosted services revenue is recog-
nized ratably over the service period, which varies from 1 to 24 months, and
includes software use (subscription) fees and set-up fees.  Initial set-up fees
received in connection with these arrangements are recognized ratably over the
initial term of the contract.  During the initial term WebEx provides training
services, web-page design and set-up services.  In addition to the subscription
services revenue, we derive revenue from pay-per-use services and telephony
charges which are recognized as the related services are provided.

Persuasive evidence for all of our arrangements is represented by a signed
contract. Collectibility of guaranteed minimum revenue commitments by resellers
is not reasonably assured; thus revenue from guaranteed minimum commitments is
deferred until services are sold by the reseller to an end-user customer or
until the guaranteed minimum commitment is both earned by WebEx and paid by the
reseller.  For all other arrangements, an estimate of the sales reserve for
losses on receivables due to customer cancellations or terminations is recorded
as a reduction in reported revenues at the time of the sale. The sales reserve
is estimated based on an analysis of the historical rate of cancellations or
terminations. The accuracy of the estimate is dependent on the rate of future
cancellations or terminations being consistent with the historical rate. If the
rate of actual cancellations or terminations is greater than the historic rate,
then the sales reserve may not be sufficient to provide for actual losses.

We sell our services directly to our customers and indirectly through our
distribution partners.  We offer our services on a monthly subscription basis
directly to our customers and on a revenue sharing, discounted or pay-per-use
basis through our distribution partners.  In cases where WebEx collects from
the end-user, revenue is recognized at the gross amount received from end users
with payments made to distribution partners recorded as a commission expense.
In cases where the distribution partner collects from the end-user, revenue is
recognized at the net amount earned from the distribution partner.

Cost of revenue consists primarily of expenses for delivering our services to
websites and supporting our customers and distribution partners.  These
expenses include the cost of user set-up, hosting the service and technical
support and training, including Internet communication access and telephony
costs, personnel, licensed software and equipment costs and depreciation.
Training costs, which are expensed as incurred, are recovered in the initial
set-up fee charged to customers.

Sales and marketing expense consists primarily of salaries, commissions and
other expenses related to the sale of our services to customers and
establishing partner relationships, as well as marketing campaigns to generate
sales leads and to build the WebEx brand.

Research and development expense consists primarily of personnel, equipment,
consulting and other expenses associated with designing, developing and testing
our services and the software underlying our services.  In addition to our U.S.
based engineering group, we have contracts with affiliated companies in China
under which contract engineers to these companies provide a variety of quality
assurance and software development activities.  We compensate these third
parties based on the direct cost of their services and not on development
milestones.

General and administrative expense includes personnel and associated expenses
relating to general management, finance, legal, human resources and expenses
for bad debt.  Increases to the allowance for doubtful accounts are charged to
general and administrative expense as bad debt expense. Losses on accounts
receivable due to financial distress or failure of the customer are charged to
the allowance for doubtful accounts.  The allowance is estimated based on an
analysis of the historical rate of credit losses.  The accuracy of this
estimate is dependent on the future rate of credit losses being consistent with
the historical rate. If the rate of future credit losses is greater than the
historic rate, then the allowance for doubtful accounts may not be sufficient
to provide for actual credit losses.

Equity-based compensation expense consists of amortization of deferred equity-
based compensation resulting from the grant of stock options at exercise prices
less than the fair value of the underlying common stock on the grant date for
employees and the fair value of stock options and warrants granted to non-
employees.  As of March 31, 2002, we had recorded cumulative deferred equity-
based compensation costs of approximately $42.9 million, in connection with the
grant of stock options and warrants to employees and non-employees.  Based on
outstanding options granted to non-employees and employees as of March 31,
2002, we expect to recognize equity-based compensation expense of at least $3.9
million in 2002 and  $1.7 million in 2003.  In connection with the calculation
of equity-based compensation expense, members of the Company's Board of
Directors are treated the same as employees of the Company.

Results of Operations

The following table sets forth, for the periods indicated, the statements of
operations data as a percentage of net revenues.


                                                  Three Months Ended
                                                        March 31,
                                                  ------------------
                                                    2002      2001
                                                  --------  --------
                   Net revenues                      100%      100%

                   Cost of revenues                   20        31
                                                  --------  --------
                        Gross profit                  80        69
                   Operating expenses:
                    Sales and marketing               45        80
                    Research and development          18        25
                    General and administrative        11        14
                    Equity-based compensation          2        24
                                                  --------  --------
                        Total operating expenses      76       143
                                                  --------  --------
                        Operating income (loss)        4       (74)
                   Interest and other income
                    (expense), net                    (0)        2
                   Provision for income tax            0        --
                                                  --------  --------
                   Net income (loss)                   4%      (72)%
                                                  ========  ========

Net revenues. Net revenues increased $14.8 million to $29.6 million for the
three months ended March 31, 2002 from $14.8 million for the three months ended
March 31, 2001.  This increase was primarily due to growth in our direct
subscribing customer base and increased usage by existing customers.

Cost of revenues. Our cost of revenues consists of costs related to user
set-up, network operations and technical support and training activities,
including Internet and telephony communication access costs, personnel,
licensed software and equipment costs and depreciation. Cost of revenues
increased $1.4 million to $6.0 million for the three months ended March 31,
2002 from $4.6 million for the three months ended March 31, 2001.  The increase
for the three months ended March 31, 2002 was primarily due to increases in the
costs for delivering our services to more customers, additional technical staff
to support our growing installed base of customers, and expanding and improving
our worldwide network.

Sales and marketing. Our sales and marketing expense consists of personnel
costs, including commissions, as well as costs of public relations,
advertising, marketing programs, lead generation, travel and trade shows. Sales
and marketing expense increased $1.4 million to $13.2 million for the three
months ended March 31, 2002 from $11.8 million for the three months ended March
31, 2001.   This increase was the result of increased spending on marketing
related programs and spending on sales and support personnel and commission
expenses associated with our increased sales volume.

Research and development. Our research and development expense consists
primarily of salaries and other personnel-related expenses, depreciation of
equipment, supplies and consulting engineering services. Research and
development expense increased $1.5 million to $5.2 million for the three months
ended March 31, 2002 from $3.7 million for the three months ended March 31,
2001.   This increase was primarily related to personnel and equipment related
expenses resulting from an increase in headcount.

General and administrative. Our general and administrative expense consists
primarily of personnel costs for finance, human resources, legal and general
management, bad debt expense and professional services, such as legal and
accounting. General and administrative expense increased  $1.2 million to $3.3
million for the three months ended March 31, 2002 from $2.1 million for the
three months ended March 31, 2001.  This increase was primarily due to
personnel and bad debt expenses.  Bad debt expense increased  $0.9 million to
$1.4 million in the three months ended March 31, 2002 from  $0.5 million in the
three months ended March 31, 2001.  This increase was due to the increase in
accounts receivable which was the result of our increased revenue generated by
our growing installed base of customers.

Equity-based compensation. Our equity-based compensation expense represents the
amortization of deferred equity-based compensation over the vesting period of
options granted to employees and expenses related to issuance of common stock
warrants and options to non-employees. Deferred equity-based compensation
represents the difference between the exercise price of the stock options
granted to employees and the fair value of common stock at the time of those
grants. Equity-based compensation expense decreased $2.9 million to $0.6
million for the three months ended March 31, 2002 from $3.5 million for the
three months ended March 31, 2001.   This decrease was due the vesting of
options granted and forfeitures related to terminated employees and the effects
of the fluctuations in our stock price on the recognition of expense on options
granted to non-employees. Equity-based compensation expense related to the
unvested portion of non-employee options is impacted by changes in our stock
price and will fluctuate accordingly.

Interest and other income (expense), net. Interest and other income (expense),
net is comprised of net investment income, interest income and expense, and
other expenses. Interest and other income (expense), net decreased  $0.3
million to ($0.0) million for the three months ended March 31, 2002 from $0.3
million for the three months ended March 31, 2001.  This decrease was primarily
due to the recognition of an additional impairment loss of  $125,000 on an
investment in Tonbu, Inc., a privately-held distribution partner, less interest
earned due to the payoff of principal of the loan to our CEO and the reduction
in interest rates on cash equivalents. The impairment loss on the investment
resulted from a determination that an other than temporary decline in its value
occurred after the evaluation of several factors, including recent capital
raising activities undertaken by Tonbu, Inc.

Provision for income taxes. We realized net operating income in the three
months ended March 31, 2002 and a net operating loss in the three months ended
March 31, 2001.  We paid no federal, state and foreign income taxes in those
periods.  Nor have we recognized any tax benefits for the related tax operating
loss carryforwards. We have concluded it is more likely than not that such
benefits will not be utilized.  We recorded a provision for income taxes based
on our estimated effective tax rate for 2002 of 3% which primarily reflects
expected foreign income tax expense.

Net income (loss). As a result of the foregoing, net loss decreased $11.8
million to a net income of $1.1 million for the three months ended March 31,
2002 as compared to a net loss of $10.7 million for the three months ended
March 31, 2001.

Liquidity and Capital Resources

Prior to our initial public offering, we financed our operations primarily from
the private sales of preferred equity securities. Upon completion of our
initial public offering of common stock, a total of 4,025,000 shares were sold
to the public, which resulted in net proceeds to the Company of $50.7 million.
In May and June 2001, we concluded a private placement of 2 million shares of
common stock resulting in net proceeds of $20.5 million.

As of March 31, 2002, cash and cash equivalents were $47.3 million, an increase
of $5.1 million compared with cash and cash equivalents of $42.2 million as of
December 31, 2001.

Net cash provided by operating activities was $5.4 million for the three months
ended March 31, 2002, as compared to $6.0 million used in operating activities
for the three months ended March 31, 2001.  Cash provided by operating
activities was primarily due to net operating income.

Net cash used in investing activities was $1.0 million for the three months
ended March 31, 2002, as compared to $4.0 million for the three months ended
March 31, 2001.  Net cash used in investing activities related primarily to
capital expenditures for equipment, hardware and software used in our data
operations center.  This was partially offset by the repayment of the remaining
principal and interest outstanding on a loan to our CEO.

Net cash provided by financing activities was $0.7 million for the three months
ended March 31, 2002, as compared to $5.3 million for the three months ended
March 31, 2001, and was primarily the result of cash received on stock options
exercised.

As of March 31, 2002, our material purchase commitments, including usage of
telecommunication lines and data services, equipment and software purchases and
construction of leasehold improvements at new leased facilities, totaled  $5.1
million.

We lease office facilities under various operating leases that expire through
2008. Total future minimum lease payments, net of sublease rental income, under
these leases amount to approximately $20.2 million.

We lease capital equipment under various capital lease obligations that expire
through 2003. Total future minimum lease payments amount to approximately $1.6
million.

We borrow funds under a revolving credit line that expires in June 2002.  As of
March 31, 2002, we had borrowed $5.5 million under this arrangement and $2.0
million remained available.

We expect that existing cash resources will be sufficient to fund our
anticipated working capital and capital expenditure needs for at least the next
12 months. We expect to experience positive cash flow for at least the next 12
months and that existing cash reserves will therefore be sufficient to meet our
capital requirements during this period. We base our expense levels in part on
our expectations of future revenue levels. If our revenue for a particular
period is lower than we expect, we may take steps to reduce our operating
expenses accordingly. If cash generated from operations is insufficient to
satisfy our liquidity requirements, we may seek to sell additional public or
private equity securities or obtain additional debt financing. There can be no
assurance that additional financing will be available at all or, if available,
will be obtainable on terms favorable to us. If we are unable to obtain
additional financing, we may be required to reduce the scope of our planned
technology and product development and sales and marketing efforts, which could
harm our business, financial condition and operating results. Additional
financing may also be dilutive to our existing stockholders.

Factors That May Affect Results

The risks and uncertainties described below are not the only ones we face. If
an adverse outcome of any of the following risks actually occurs, our business,
financial condition or results of operations could be materially and adversely
affected.

We incurred net losses in 1998, 1999, 2000 and 2001. While we realized net
earnings in the first quarter of 2002, there is no assurance that we will be
able to achieve these results in the future, and we may experience net losses
in future quarters.

As of March 31, 2002, we had an accumulated deficit of approximately $124.0
million. We recorded net earnings of approximately $1.1 million for the three
months ended March 31, 2002 compared to net losses of approximately $10.7
million for the three months ended March 31, 2001. Our net earnings were
approximately 4% of revenue for the three months ended March 31, 2002.  While
we realized net earnings in the first quarter of 2002, we may experience net
losses in future quarters. If we incur net losses in the future, we may not be
able to maintain or increase the number of our employees, our investment in
expanding our network services and application platform or our sales, marketing
and research and development programs in accordance with our present plans,
each of which is critical to our long-term success.

Because our quarterly results vary and are difficult to predict, we may fail to
meet quarterly financial expectations, which may cause our stock price to
decline.

We commenced operations in February 1995 and our business originally consisted
of consulting services. In early 1998, we licensed an interactive
communications product to a small number of customers. We began offering WebEx
Meeting Center in February 1999, our first real-time, interactive multimedia
communications service, and began selling this service to customers and
distribution partners. Because of our limited operating history providing
services and other factors, our quarterly revenue and operating results are
difficult to predict. In addition, because of the emerging nature of the market
for interactive communications services for websites, our quarterly revenue and
operating results may fluctuate from quarter to quarter. A number of other
factors could cause fluctuations in our operating results.

Factors outside our control include:

   - our distribution partners' degree of success in distributing our services
     to end-users;
   - the announcement, introduction and market acceptance of new or enhanced
     services or products by our competitors;
   - changes in pricing policies of our competitors; and
   - the growth rate of the market for interactive communications services for
     websites.

Factors within our control include:

   - our ability to develop, enhance and maintain our network services and
     application platform in a timely manner;
   - the mix of services we offer;
   - our ability to attract and retain customers;
   - the amount and timing of operating costs and capital expenditures relating
     to expansion of our business and network infrastructure;
   - the announcement, introduction and market acceptance of new or enhanced
     services or products by us; and
   - changes in our pricing policies.

If any of these factors impact our business in a particular period, our
operating results may be below market expectations, in which case the market
price of our common stock would likely decline. Also, factors such as the
growth rate of the market for our services, our ability to maintain and enhance
our network services and platform and our competitors' success could impact our
longer-term financial performance by reducing demand for our services.

We expect that our operating expenses will continue to increase and if our
revenue does not correspondingly increase, our business and operating results
will suffer.

We expect to continue to spend substantial financial and other resources on
developing and introducing new services, and expanding our sales and marketing
organization and network infrastructure. We base our expense levels in part on
our expectations of future revenue levels. If our revenue for a particular
quarter is lower than we expect, we may be unable to reduce proportionately our
operating expenses for that quarter, in which case our operating results for
that quarter would be adversely affected.

Our customers do not have long-term obligations to purchase our services;
therefore our revenue and operating results could decline if our customers do
not continue to use our services.

Our customers do not have long-term obligations to purchase services from us.
Most of our subscription agreements have an initial term of three months.
Although automatically renewed unless terminated, our contracts can be
terminated on thirty days notice at the end of the initial term or any renewal
term. Over 95% of our customers have agreements with initial terms of three to
12 months. For the quarter ended March 31, 2002, over 95% of the contracts
entered into in the quarter ended December 31, 2001 were renewed beyond their
initial term. We may terminate customers who have failed to pay for our
services.  In the first three months of 2002, we terminated approximately 150
customers who had failed to pay for our services on a timely basis.  We
anticipate that termination of non-paying customers will continue for the
foreseeable future.  In addition, some customers may voluntarily discontinue
use of our services for a variety of reasons including the failure of the
customer's employees to learn about and use our services, the failure of the
services to meet the customer's expectations or requirements, financial
difficulties experienced by the customer, and the customer's decision to use
services or products offered by a competitor.  We may not obtain a sufficient
number of additional customers to compensate for any customers that we may
lose. The loss of existing customers or our failure to obtain additional
customers would harm our business and operating results.

Our business and operating results may suffer if we fail to establish
distribution relationships or if our distribution partners do not successfully
market and sell our services.

To date, we have generated more than 90% of our revenue from direct sales to
customers. For the three months ended March 31, 2002, we had distribution
agreements in place with approximately 190 distribution partners. For the three
months ended March 31, 2002, we generated less than 10% of our revenue from our
distribution partners, which revenue consisted of initial set-up fees,
commitment payments, and service fees. The majority of the payments received
from our distribution partners have been initially recorded as deferred revenue
because we defer revenue related to initial set-up fees received at the
beginning of the relationship and record revenue from subscription services
over the course of the service period as the distribution partner resells our
services. We also do not recognize commitment fees as revenue until the
commitment fee is fully earned at the end of the commitment period and paid.
We cannot anticipate the amount of revenue we will derive from these
relationships in the future. We must continue to establish and extend these
distribution partnerships. Establishing these distribution relationships can
take as long as several months or more. It typically takes several months
before our distribution arrangements generate significant revenue. Our
distribution partners are not prohibited from offering and reselling the
products and services of our competitors and may choose to devote insufficient
resources to marketing and supporting our services or to devote greater
resources to marketing and supporting the products and services of other
companies. If we fail to establish new distribution relationships in a timely
manner or if our distribution partners do not successfully distribute our
services, our ability to achieve market acceptance of our interactive
communications services for websites will suffer and our business and operating
results will be harmed.

If we are not successful in developing, deploying and selling new services, our
operating results may suffer.

Our WebEx Meeting Center service integrates data, audio and video to allow end-
users to participate in meetings online. Our WebEx Meeting Center service
accounted for more than 60% of our revenue for the three months ended March 31,
2002.  Although we have recently experienced growth in sales of our newer
services, primarily our On Stage service, these services have been available
only a short time and it is uncertain whether these newer services will provide
significant revenue in the future.   If we are not successful in developing,
deploying and selling new services, our operating results will suffer.

If our services fail to function when used by large numbers of participants, we
may lose customers and our business and reputation may be harmed.

Our strategy requires that our services be able to accommodate large numbers of
meetings at any one time. Our network monitoring measures the capacity of our
services by bandwidth use, and during the first quarter of 2002, our average
peak usage has been running at less than 50% of our capacity.  However, if we
fail to increase our capacity consistent with our growth in usage, it could
impact system performance. In addition, we may encounter performance problems
when making upgrades and modifications to our network. If our services do not
perform adequately, we may lose customers and be unable to attract new
customers and our operating results could suffer.

Our sales cycle makes it difficult to predict our quarterly operating results.

We sometimes have a long sales cycle because of the need to educate potential
customers regarding the benefits of interactive communications services for
websites. Our sales cycle varies depending on the size and type of customer
contemplating a purchase. Potential customers frequently need to obtain
approvals from multiple decision makers within their organization and may
evaluate competing products and services prior to deciding to use our services.
Our sales cycle, which can range from several weeks to several months or more,
makes it difficult to predict the quarter in which use of our services may
begin.

The existence of significant equity-based compensation will negatively impact
earnings.

As of March 31, 2002, we had approximately $4.0 million in deferred
equity-based compensation. This expense will generally be amortized over a two-
year period and will result in a decrease in earnings or an increase in losses.
We expect the amount of equity-based compensation expense to decrease over time
as a result of the vesting of options granted prior to our initial public
offering. However, the amount of future equity-based compensation expense
related to the unvested portion of option grants to non-employees will
fluctuate with the stock price and accordingly the amount of future
equity-based compensation expense is difficult to predict. In 1999 and 2000, we
granted stock options at exercise prices significantly lower than the deemed
fair value, which has contributed to our equity-based compensation expense.

If our branding and marketing efforts are not successful, our business may be
harmed.

We believe that continued marketing and brand recognition efforts will be
critical to achieve widespread acceptance of our interactive communications
services. Our marketing and advertising campaigns or branding efforts may not
be successful or consumers may not find our marketing efforts compelling. If
our marketing efforts are not successful, our business and operating results
will be harmed.

We rely on related companies in China which exposes us to risks of economic
instability in China and risks related to political tension between China and
the United States.

We currently rely on three related companies located in China, WebEx Haifei,
WebEx Suzhou, and WebEx Hong Zhou, to conduct quality assurance testing and
software development activities. These companies are owned by the spouse of Min
Zhu, one of our executive officers. Mr. Zhu has represented and the Company
believes that neither Mr. Zhu nor his wife receive any compensation or income
from these companies in the form of salaries, bonuses, dividends, profits or
otherwise.  We have contracts with these companies under which they perform
development projects, assign ownership of the work performed to us, and invoice
us for services rendered based on a monthly fee per employee working on WebEx
projects. Most of the personnel who conduct these activities are contract
engineers to these companies. Although our transactions with these companies
are approved by our disinterested directors, because these companies are owned
by the spouse of one of our executive officers, there may be a perception that
the terms of those arrangements are influenced by that relationship. Our
reliance on independent contractors located in China for quality assurance and
software development activities exposes us to a variety of economic and
political risks including but not limited to, trade restrictions, tariffs and
travel restrictions. The loss of these arrangements may cause our costs to
increase. In addition, current political and economic tensions between the
United States and China could harm our ability to conduct operations in China,
which could increase our operating costs and harm our business and operations.

We could incur unexpected costs resulting from claims relating to use of our
services.

Many of the business interactions supported by our services are critical to our
customers' businesses. Any failure in a customer's business interaction or
other communications activity caused or allegedly caused by our services could
result in a claim for damages against us, regardless of our responsibility for
the failure, and cause us to incur unexpected costs.

Our customers and end-users may use our services to share confidential and
sensitive information and if our system security is breached, our reputation
could be harmed and we may lose customers.

Our customers and end-users may use our services to share confidential and
sensitive information, the security of which is critical to their business.
Third parties may attempt to breach our security or that of our customers. We
may be liable to our customers for any breach in security and any breach could
harm our reputation and cause us to lose customers. In addition, computers are
vulnerable to computer viruses, physical or electronic break-ins and similar
disruptions, which could lead to interruptions, delays or loss of data. We may
be required to expend significant capital and other resources to further
protect against security breaches or to resolve problems caused by any breach.

The software underlying our services is complex and our business and reputation
could suffer if our services fail to perform properly due to undetected errors
or similar problems with our underlying software.

Complex software, such as the software underlying our services, often contains
undetected errors. We may be forced to delay commercial release of our services
until problems are corrected and, in some cases, may need to implement
enhancements to correct errors that we do not detect until after deployment of
our services. If we do detect an error in our software before we introduce new
versions of our services, we might have to limit our services for an extended
period of time while we address the problem. In addition, problems with the
software underlying our services could result in:

   - damage to our reputation;
   - damage to our efforts to build brand awareness;
   - loss of or delay in revenue;
   - delays in or loss of market acceptance of our services; and
   - unexpected expenses and diversion of resources to remedy errors.

If our services do not work with the many hardware and software platforms used
by our customers and end-users, our business may be harmed.

We currently serve customers and end-users who use a wide variety of constantly
changing hardware and software applications and networking platforms. If our
services are unable to support these platforms, they may fail to gain broad
market acceptance, which would cause our operating results to suffer. Our
success depends on our ability to deliver our services to multiple platforms
and existing, or legacy systems and to modify our services and underlying
technology as new versions of applications are introduced. In addition, the
success of our services depends on our ability to anticipate and support new
standards, especially web standards.

We license third-party technologies, and if we cannot continue to license these
or alternate technologies in a timely manner and on commercially reasonable
terms, our business could suffer.

We intend to continue to license technologies from third parties, including
applications used in our research and development activities and technology
which is integrated into our services. For example, we license real-time
database replication software and font rendering technology. These third-party
technologies and any that we may utilize in the future may not continue to be
available to us on commercially reasonable terms. In addition, we may fail to
successfully integrate any licensed technology into our services. This in turn
could harm our business and operating results.

Our recent growth has placed a strain on our infrastructure and resources and
if we fail to manage our future growth to meet customer and distribution
partner requirements, our business could suffer.

We have experienced a period of rapid expansion in our personnel, facilities,
and infrastructure that has placed a significant strain on our resources. For
example, our personnel increased from 451 employees at March 31, 2001 to 522 at
March 31, 2002, and we expect continued increases in our personnel in 2002. Our
expansion has placed, and we expect that it will continue to place, a
significant strain on our management, operational and financial resources.  Any
failure by us to effectively manage our growth could disrupt our operations or
delay execution of our business plan and could consequently harm our business.

If we lose the services of Subrah S. Iyar, our Chief Executive Officer, or Min
Zhu, our President and Chief Technical Officer, our business may be harmed.

Our success will depend on our senior executives. In particular, the loss of
the services of our Chief Executive Officer and co-founder, Subrah S. Iyar, or
our President, Chief Technical Officer and co-founder, Min Zhu, would harm our
business. We do not have long-term employment agreements with or life insurance
policies on any of our senior management.

If we are unable to attract, integrate and retain qualified personnel, our
business could suffer.

Our future success will depend on our ability to attract, train, retain and
motivate highly skilled engineering, technical, managerial, sales and marketing
and customer support personnel. We hired approximately 170 people lasting the
12 months ended March 31, 2002, and we expect to continue to increase our
personnel throughout the remainder of 2002. In the past, we have had difficulty
hiring qualified personnel as quickly as we have desired. In particular, we
have had difficulty hiring a sufficient number of qualified technical,
development and support personnel. Although economic conditions in 2001 and the
first quarter of 2002 have made hiring of personnel easier, we do not know what
future labor market conditions will be.  If we encounter difficulty hiring,
integrating and retaining a sufficient number of qualified personnel in the
future, the quality of our services may be adversely affected. If we fail to
retain and recruit necessary sales, technical, marketing or other personnel,
our ability to develop new services, to sell our services, and to provide a
high level of customer service, and consequently our business, could suffer. In
addition, if we hire employees from our competitors, these competitors may
claim that we have engaged in unfair hiring practices. We could incur
substantial costs in defending ourselves against any of these claims,
regardless of their merits.

Interruptions in either our internal or outsourced computer and communications
systems could reduce our ability to provide our services and could harm our
business and reputation.

The success of our interactive communications services for websites depends on
the efficient and uninterrupted operation of our internal and outsourced
computer and communications hardware and software systems. Any system failure
that causes an interruption in our interactive communications services or a
decrease in their performance could harm our relationships with our customers
and distribution partners. In this regard, some of our communications hardware
and software are hosted at third-party co-location facilities. These systems
and operations are vulnerable to damage or interruption from human error,
telecommunications failures, physical or remote break-ins, sabotage, computer
viruses and intentional acts of vandalism. In addition, third party co-location
facilities may discontinue their operations due to poor business performance.
Because a substantial part of our central computer and communications hardware
and network operations are located in the San Francisco Bay Area, an earthquake
or other natural disaster could impair the performance of our entire network.
In the event of damage to or interruption of our internal or outsourced
systems, our efforts to implement our disaster recovery plans or restore our
services to normal levels in a timely manner are not successful, our business
would be adversely affected.  In addition, business interruption insurance may
not adequately compensate us for losses that may occur.

We might have liability for content or information transmitted through our
communications services.

We face potential liability for defamation, negligence, copyright, patent or
trademark infringement and other claims based on the nature and content of the
materials transmitted through our web-based communications services. Any
imposition of liability could harm our reputation and our business and
operating results, or could result in the imposition of criminal penalties.

Our success depends upon the patent protection of our software and technology.

Our success and ability to compete depend to a significant degree upon the
protection of our underlying software and our proprietary technology through
patents. We regard the protection of patentable inventions as important to our
future opportunities. We currently have three issued patents in the areas of
peer-to-peer connections to facilitate conferencing, document annotation and
optimizing data transfer and 23 patent applications pending in the United
States and we may seek additional patents in the future. These patent
applications cover different aspects of the technology used to deliver our
services and are important to our ability to compete. However, it is possible
that:

   - any patents acquired by or issued to us may not be broad enough to protect
     us;
   - any issued patent could be successfully challenged by one or more third
     parties, which could result in our loss of the right to prevent others
     from exploiting the inventions claimed in those patents;
   - current and future competitors may independently develop similar
     technology, duplicate our services or design around any of our patents;
   - our pending patent applications may not result in the issuance of patents;
     and
   - effective patent protection may not be available in every country in which
     we do business.

We also rely upon trademarks, copyrights and trade secrets to protect our
technology, which may not be sufficient to protect our intellectual property.

We also rely on a combination of laws, such as copyright, trademark and trade
secret laws, and contractual restrictions, such as confidentiality agreements
and licenses, to establish and protect our technology. Our trademarks include:
ActiveTouch, WebEx (word and design), WebEx bifurcated ball design, WebEx power
button design, WebEx.com, Bringing the Meeting to You, MediaTone, Meeting
Center, WebEx Meeting Center, WebEx sound mark, Meeting-Enable Your Web Site,
We've Got To Start Meeting Like This, Powering Real Time Business Meetings, and
One Button, Infinite Power. Also, our software is automatically protected by
copyright law. These forms of intellectual property protection are critically
important to our ability to establish and maintain our competitive position.
However,
   - third parties may infringe or misappropriate our copyrights, trademarks
     and similar proprietary rights;
   - laws and contractual restrictions may not be sufficient to prevent
     misappropriation of our technology or to deter others from developing
     similar technologies;
   - effective trademark, copyright and trade secret protection may be
     unavailable or limited in foreign countries;
   - other companies may claim common law trademark rights based upon state or
     foreign laws that precede the federal registration of our marks; and
   - policing unauthorized use of our services and trademarks is difficult,
     expensive and time-consuming, and we may be unable to determine the extent
     of any unauthorized use.

Reverse engineering, unauthorized copying or other misappropriation of our
proprietary technology could enable third parties to benefit from our
technology without paying us for it, which would significantly harm our
business.

We may face intellectual property infringement claims that could be costly to
defend and result in our loss of significant rights.

We may be subject to legal proceedings and claims, including claims of alleged
infringement of the copyrights, trademarks and patents of third parties.
Although no legal actions alleging patent infringement have been filed against
us, our services may infringe issued patents. In addition, because the contents
of patent applications in the United States are not publicly disclosed until
the patent is issued, we may be unaware of filed patent applications relating
to our services. From time to time we receive notices alleging that we infringe
intellectual property rights of third parties. In such cases, we typically
investigate and respond to the allegations.  While we are not aware of any such
allegations that we believe represent a material risk to the Company, it is
possible that the Company could become involved in intellectual property
litigation in the future.  Intellectual property litigation is expensive and
time-consuming and could divert management's attention away from running our
business. This litigation could also require us to develop non-infringing
technology or enter into royalty or license agreements. These royalty or
license agreements, if required, may not be available on acceptable terms, if
at all, in the event of a successful claim of infringement. Our failure or
inability to develop non-infringing technology or license proprietary rights on
a timely basis would harm our business.

We may engage in future acquisitions or investments that could dilute the
ownership of our existing stockholders, cause us to incur significant expenses
or harm our operating results.

We may acquire or invest in complementary businesses, technologies or services.
We invested $1 million in Tonbu, Inc., a privately-held distribution partner,
in January 2001. We wrote-down $750,000 of this investment in the three months
ending September 30, 2001 and wrote-down an additional $125,000 in the three
months ended March 31, 2002.  The future value of this investment is uncertain
and could result in further write-downs of all or part of the investment.  As
of March 31, 2002, we had no other specific agreements or commitments with
respect to any acquisitions or investments.  Integrating any newly acquired
businesses, technologies or services may be expensive and time-consuming. To
finance any acquisitions, it may be necessary for us to raise additional funds
through public or private financings. Additional funds may not be available on
terms that are favorable to us and, in the case of equity financings, may
result in dilution to our stockholders. We may be unable to complete any
acquisitions or investments on commercially reasonable terms, if at all. Even
if completed, we may be unable to operate any acquired businesses profitably or
successfully integrate the employees, technology, products or services of any
acquired businesses into our existing business. If we are unable to integrate
any newly acquired entities or technologies effectively, our operating results
could suffer. Future acquisitions by us could also result in large and
immediate write-downs, or incurrence of debt and contingent liabilities, any of
which could harm our operating results.

We must compete successfully in the interactive communications services market.

The market for interactive communications services is intensely competitive,
subject to rapid change and is significantly affected by new product and
service introductions and other market activities of industry participants.
Although we do not currently compete against any one entity with respect to all
aspects of our services, we do compete with various companies in regards to
specific elements of our interactive communications services. For example, we
compete with providers of traditional communications technologies such as
teleconferencing and videoconferencing, applications software and tools
companies, and web conferencing services, such as Centra Software, Genesys,
Raindance, Lotus (SameTime), Microsoft (NetMeeting) and Placeware.  Other
software vendors, such as Oracle, have announced the availability of
competitive offerings.  Other companies could choose to extend their products
and services to include interactive communications in the future.  Many of our
current and potential competitors have longer operating histories,
significantly greater financial, technical and other resources and greater name
recognition than we do. Our current and future competitors maybe able to
respond more quickly to new or emerging technologies and changes in customer
requirements. In addition, current and potential competitors have established,
and may in the future establish, cooperative relationships with third parties
and with each other to increase the availability of their products and services
to the marketplace. Competitive pressures could reduce our market share or
require us to reduce the price of our services, either of which could harm our
business and operating results.

Our future success depends on the broad market adoption and acceptance of
interactive communications services for websites.

The market for interactive communications services for websites is relatively
new and rapidly evolving. Market demand for communications services over the
Web is uncertain. If the market for interactive communications services does
not grow, our business and operating results will be harmed. Factors that might
influence market acceptance of our services include the following, all of which
are beyond our control:

   - willingness of businesses and end-users to use interactive communications
     services for websites;

   - the growth of the Web and commercial on-line services;

   - the willingness of our distribution partners to integrate interactive
     communications services for websites in their service offerings; and

   - the ongoing level of security and reliability for conducting business over
     the Web.

Our success depends on the continued growth of Web usage and the continued
growth in reliability and capacity of the Internet.

Because customers access our network through the Web, our revenue growth
depends on the continued development and maintenance of the Internet
infrastructure. This continued development of the Web would include maintenance
of a reliable network with the necessary speed, data capacity and security, as
well as timely development of complementary products and services, including
high-speed modems, for providing reliable Internet access and services. Because
global commerce on the Web and the on-line exchange of information is new and
evolving, we cannot predict whether the Web will continue to be a viable
commercial marketplace over the long term. The success of our business will
rely on the continued improvement of the Web as a convenient means of customer
interaction and commerce, as well as an efficient medium for the delivery and
distribution of information by businesses to their employees.  If increases in
Web usage or the continued growth in reliability and capacity of the Internet
fail to materialize, our ability to deliver our services may be adversely
affected and our operating results could suffer.

Many of our customers and distribution partners are high technology companies
or in the Internet industry which may face financial problems in a slowing or
down economy.

Economic growth has been slow and future economic conditions in the United
States and internationally are uncertain.  In addition, the recent terrorists
attacks in the United States, the threat of such attacks in the future, and the
unstable conditions in the Middle East and elsewhere may further weaken the
economy in the United States and internationally. In particular, some of the
companies that buy or resell or that are likely to buy or resell our services
are high technology companies or are in the Internet industry which may face
financial problems related to economic conditions or other factors. If economic
conditions deteriorate as a result of economic, political or social turmoil, or
if there are further terrorist attacks in the United States or elsewhere, our
customers may not be able to pay for our services and our distribution partners
may cease operations, which may harm our operating results.

We may experience power blackouts and higher electricity prices as a result of
energy shortages or electrical system failures, which could disrupt our
operations and increase our expenses.

In 2001, California experienced increased energy prices, energy shortages, and
blackouts.  We rely on the major Northern California public utility, Pacific
Gas & Electric Company, or PG&E, to supply electric power to our headquarters
in Northern California.   PG&E has filed for protection under Chapter 11 of the
Bankruptcy Act.  If power outages or energy price increases occur in the future
in California or other locations where we maintain operations, such events
could disrupt our operations, prevent us from providing our services, harm our
reputation, and result in a loss of revenue and increase in our expenses, all
of which could substantially harm our business and results of operations.

Our stock price has been and will likely continue to be volatile, and you may
be unable to resell your shares at or above the price you paid.

Our stock price has been and is likely to continue to be highly volatile. For
example, between January 1, 2002 and March 31, 2002, our stock price has traded
as high as $29.12 on January 4, 2002, and as low as $11.30 on February 28,
2002.  Our stock price could fluctuate significantly due to a number of
factors, including:

   - variations in our actual or anticipated operating results;
   - sales of substantial amounts of our stock;
   - announcements about us or about our competitors, including technological
     innovation or new products or services;
   - litigation and other developments relating to our patents or other
     proprietary rights or those of our competitors;
   - conditions in the Internet industry;
   - governmental regulation and legislation; and
   - changes in securities analysts' estimates of our performance, or our
     failure to meet analysts' expectations.

Many of these factors are beyond our control. In addition, the stock markets in
general, and the Nasdaq National Market and the market for Internet technology
companies in particular, have experienced extreme price and volume fluctuations
recently.  These fluctuations often have been unrelated or disproportionate to
the operating performance of these companies.  These broad market and industry
factors may decrease the market price of our common stock, regardless of our
actual operating performance. In the past, companies that have experienced
volatility in the market prices of their stock have been the object of
securities class action litigation. If we were the object of securities class
action litigation, it could result in substantial costs and a diversion of
management's attention and resources, which could affect our financial
performance.
Item 3. Quantitative and Qualitative Disclosures About Market Risk

Foreign Currency Risk. We sell a limited amount of our services outside the
United States. These services are generally priced in the local currency. As a
result, our financial results could be affected by factors such as changes in
foreign currency exchange rates or weak economic conditions in foreign markets.
When the amount of revenue obtained from sources outside the United States
becomes significant, we may engage in hedging activities or other actions to
decrease fluctuations in operating results due to changes in foreign currency
exchange rates.  To date, we have not used derivative instruments to manage
foreign currency risks.

Interest Rate Risk. We do not use derivative financial instruments or market
risk sensitive instruments.  Instead, we invest in highly liquid investments
such as money market funds with maturities of less than three months at date of
purchase, available for sale commercial paper and government agency securities
with maturities of nine months or less at date of purchase.  Accordingly, we do
not expect any material loss from these investments and believe that our
potential interest rate exposure is not material.



                          PART II - OTHER INFORMATION


Item 5.  Other Information

Scott Sandell resigned from our board of directors effective February 20, 2002.
In addition, on February 20, 2002, Mark Leslie and Anthony Muller were
appointed to our board of directors.

Item 6. Exhibits and Reports on Form 8-K.

   (a)  Exhibits:

Exhibit
Number        Description
-------       ----------------------
3.1*          Amended and Restated Certificate of Incorporation
3.2**         Amended and Restated Bylaws
4.1*	          Form of Common Stock Certificate
-------

*  Incorporated by reference from Exhibits 3.3 and 4.1 of Amendment No. 1 to
   the Registrant's Registration Statement on Form S-1 (File No. 333-33716)
   filed with the Securities and Exchange Commission on June 21, 2000.

** Incorporated by reference from Exhibit 3.2 of Registrant's Annual Report on
   Form 10-K (File No. 0-30849), for the fiscal year ended December 31, 2000
   filed with the Securities and Exchange Commission on April 2, 2001.

    (b)  Reports on Form 8-K:

         No reports on Form 8-K were filed during the quarter ended March 31,
         2002.






                               SIGNATURES

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.

                                                   WEBEX COMMUNICATIONS, INC.

Date:  April 13, 2002                              By:  /s/ Craig Klosterman
                                                   --------------------------
                                                         Craig Klosterman
                                                      Chief Financial Officer
                                                   (Duly Authorized Officer,
                                                   Principal Financial and
                                                   Principal Accounting
                                                   Officer)


                                EXHIBIT INDEX


Exhibit
Number        Description
-------       ----------------------
3.1*          Amended and Restated Certificate of Incorporation
3.2**         Amended and Restated Bylaws
4.1*	          Form of Common Stock Certificate
-------

*  Incorporated by reference from Exhibits 3.3 and 4.1 of Amendment No. 1 to
   the Registrant's Registration Statement on Form S-1 (File No. 333-33716)
   filed with the Securities and Exchange Commission on June 21, 2000.

** Incorporated by reference from Exhibit 3.2 of Registrant's Annual Report on
   Form 10-K (File No. 0-30849), for the fiscal year ended December 31, 2000
   filed with the Securities and Exchange Commission on April 2, 2001.