SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

[X]  Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934 for the quarterly period ended June 30, 2004

[ ]  Transition  report  pursuant  to Section  13 or 15(d) of the  Securities
     Exchange Act of 1934 for the transition period from ____to ___



                        Commission file number: 000-29871


                                 RADVISION LTD.
                                 --------------
             (Exact Name of Registrant as Specified in Its Charter)

          Israel                                                N/A
          ------                                                ---
(State or Other Jurisdiction of                            (I.R.S. Employer
Incorporation or Organization)                             Identification No.)

                24 Raul Wallenberg Street, Tel Aviv 69719, Israel
                -------------------------------------------------
                    (Address of Principal Executive Offices)

                                 972-3-645-5220
                                 --------------
              (Registrant's Telephone Number, Including Area Code)

                                       N/A
                                       ---
              (Former Name, Former Address and Former Fiscal Year,
                          if Changed Since Last Report)



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

                                 Yes [X] No [ ]

As August 5, 2004 the Registrant had 20,152,045 Ordinary Shares,  par value NIS
0.1 per share, outstanding.



<PAGE>

    Preliminary Notes: RADVision Ltd. is incorporated in Israel and is a
"foreign private issuer" as defined in Rule 3b-4 under the Securities Exchange
Act of 1934 (the "1934 Act") and in Rule 405 under the Securities Act of 1933.
As a result, it is eligible to file this quarterly report on Form 6-K (in lieu
of Form 10-Q) and to file its annual reports on Form 20-F (in lieu of Form
10-K). However, RADVision Ltd. elects to file its interim reports on Forms 10-Q
and 8-K and to file its annual reports on Form 10-K.

    Pursuant to Rule 3a12-3 regarding foreign private issuers, the proxy
solicitations of RADVision Ltd. are not subject to the disclosure and procedural
requirements of Regulation 14A under the 1934 Act, and transactions in its
equity securities by its officers and directors are exempt from Section 16 of
the 1934 Act.


<PAGE>


                                 RADVISION LTD.

                                      INDEX


                                                                            Page
--------------------------------------------------------------------------------

Part I - Financial Information:

Item 1.   Financial Statements (unaudited):

          Condensed Consolidated Balance Sheets as of June 30, 2004 and
             December 31, 2003 (audited).......................................4

          Condensed Consolidated Statements of Operations -
             for the Three and Six Months ended June 30, 2004 and 2003.........5

          Condensed Consolidated Statements of Cash Flows -
             for the Three and Six Months ended June 30, 2004 and 2003.........6

          Notes to Condensed Consolidated Financial Statements.................7

Item 2.   Management's Discussion and Analysis of
             Financial Condition and Results of Operations....................11

Item 3.   Quantitative and Qualitative Disclosure About Market Risk...........19

Item 4.   Controls and Procedures.............................................20

Part II - Other Information:

Item 1.   Legal Proceedings...................................................21

Item 2.   Changes in Securities and Use of Proceeds...........................21

Item 3.   Defaults Upon Senior Securities.....................................22

Item 4.   Submission of Matters to a Vote of Security Holders.................22

Item 5.   Other Information...................................................23

Item 6.   Exhibits and Reports on Form 8-K....................................24

          Signatures..........................................................25



<PAGE>




                                             RADVISION LTD. AND ITS SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
--------------------------------------------------------------------------------
U.S. dollars in thousands, except share data

<TABLE>
<CAPTION>
                                                                                December 31,
                                                                 June 30, 2004     2003
                                                                 ------------- -------------
                                                                   Unaudited      Audited
                                                                 ------------- -------------
<S>                                                              <C>          <C>
     ASSETS
CURRENT ASSETS:
  Cash and cash equivalents                                      $  20,470    $  16,433
  Short-term bank deposits                                           5,986       13,574
  Short-term marketable securities                                  16,696       21,403
  Trade receivables (net of allowance for doubtful accounts of
   $ 1,276 and $ 1,704 as of June 30, 2004 and December 31,
   2003, respectively)                                               9,176        8,685
  Other receivables and prepaid expenses                             3,198        2,704
  Inventories                                                          967          969
                                                                 ---------    ---------
Total current assets                                                56,493       63,768
-----                                                            ---------    ---------

LONG-TERM ASSETS:
  Long-term bank deposits                                           13,384        4,004
  Long-term marketable securities                                   48,296       44,497
  Severance pay fund                                                 2,252        2,171
                                                                 ---------    ---------
Total long-term assets                                              63,932       50,672
-----                                                            ---------    ---------

PROPERTY AND EQUIPMENT, NET                                          2,691        2,572
                                                                 ---------    ---------
Total assets                                                     $ 123,116    $ 117,012
-----                                                            =========    =========

   LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
  Trade payables                                                 $   1,422    $   1,270
  Deferred revenues                                                  9,017        6,047
  Accrued expenses and other accounts payable                       11,217       13,101
                                                                 ---------    ---------
Total current liabilities                                           21,656       20,418
-----                                                            ---------    ---------

ACCRUED SEVERANCE PAY                                                3,302        3,353
                                                                 ---------    ---------
Total liabilities                                                   24,958       23,771
-----                                                            ---------    ---------

SHAREHOLDERS' EQUITY:
  Ordinary shares of NIS 0.1 par value:
   Authorized - 25,000,000 shares as of June 30, 2004
   and December 31, 2003;
   Issued - 20,152,045 shares as of June 30, 2004
   and December 31, 2003;
   Outstanding - 19,797,892 shares as of June 30, 2004
   and 19,344,849 shares as of
   December 31, 2003                                                   187          187
  Additional paid-in capital                                       104,663      104,663
  Treasury stock, at cost (354,153 and 807,196 Ordinary shares
   of NIS 0.1 par value as of June 30, 2004 and December 31,
   2003, respectively)                                              (2,221)      (5,075)
  Accumulated deficit                                               (4,471)      (6,534)
                                                                 ---------    ---------
Total shareholders' equity                                          98,158       93,241
-----                                                            ---------    ---------
Total liabilities and shareholders' equity                       $ 123,116    $ 117,012
-----                                                            =========    =========
</TABLE>
Note:  The balance  sheet at December 31, 2003 has been derived from the audited
financial statements at that date.

The  accompanying  notes  are an  integral  part of the  consolidated  financial
statements.

                                       4

<PAGE>

                                             RADVISION LTD. AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
--------------------------------------------------------------------------------
U.S. dollars in thousands, except per share data

<TABLE>
<CAPTION>
                                               Three months ended              Six months ended
                                                    June 30,                       June 30,
                                           -----------------------------  ------------------------------
                                              2004            2003           2004            2003
                                          -------------   -------------  --------------  --------------
                                                                   Unaudited
                                          -------------------------------------------------------------
 <S>                                      <C>             <C>            <C>             <C>
 Revenues                                 $  15,705       $  11,605      $  29,966       $  22,658
 Cost of revenues                             3,398           2,598          6,495           4,959
                                          -------------   -------------  --------------  --------------
 Gross profit                                12,307           9,007         23,471          17,699
                                          -------------   -------------  --------------  --------------

 Operating costs and expenses:
   Research and development                   4,282           3,596          8,062           7,160
   Marketing and selling                      6,127           4,853         11,964           9,584
   General and administrative                 1,210             976          2,450           1,924
   Restructuring income                           -               -         (1,061)              -
                                          -------------   -------------  --------------  --------------
 Total operating costs and expenses          11,619           9,425         21,415          18,668
 -----                                    -------------   -------------  --------------  --------------
 Operating income (loss)                        688            (418)         2,056            (969)
 Financial income, net                          432             560            844           1,126
                                          -------------   -------------  --------------  --------------
 Net income                               $   1,120       $     142      $   2,900       $     157
                                          =============   =============  ==============  ==============
  Basic net earnings per Ordinary
   share                                  $    0.06       $    0.01      $    0.15       $    0.01
                                          =============   =============  ==============  ==============
 Diluted net earnings per Ordinary
   share                                  $    0.05       $    0.01      $    0.13       $    0.01
                                          =============   =============  ==============  ==============

</TABLE>



The  accompanying  notes  are an  integral  part of the  consolidated  financial
statements.






                                       5


<PAGE>




                                             RADVISION LTD. AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
--------------------------------------------------------------------------------
U.S. dollars in thousands

<TABLE>
<CAPTION>
                                                                         Six months ended
                                                                             June 30,
                                                                     -----------------------
                                                                       2004           2003
                                                                     --------       --------
                                                                            Unaudited
                                                                     -----------------------
 <S>                                                                 <C>         <C>
 Cash flows from operating activities:
 -------------------------------------
   Net income                                                        $  2,900    $    157
   Adjustments to reconcile net income to net cash provided by
    operating activities:
   Depreciation                                                         1,114       1,187
   Gain on sale of property and equipment                                  (3)          -
   Accrued interest and amortization of premium on
    held-to-maturity marketable securities and bank deposits            1,147         517
   Amortization of deferred stock-based compensation                        -         117
   Decrease (increase) in trade receivables, net                         (491)      4,649
   Decrease (increase) in other receivables and prepaid expenses         (581)         38
   Decrease in inventories                                                  2         183
   Increase (decrease) in trade payables                                  152      (2,429)
   Increase in deferred revenues                                        2,970         474
   Increase (decrease) severance pay, net                                (132)         96
   Decrease in accrued expenses and other accounts payable             (1,884)        (10)
                                                                     --------    --------
 Net cash provided by operating activities                              5,194       4,979
                                                                     --------    --------
 Cash flows from investing activities:
 -------------------------------------
   Proceeds from redemption of held-to-maturity marketable
    securities                                                         21,430      28,481
   Purchase of held-to-maturity marketable securities                 (21,356)    (27,129)
   Proceeds from withdrawal of bank deposits                           17,044       7,578
   Purchase of bank deposits                                          (19,149)          -
   Purchase of property and equipment                                  (1,243)       (784)
   Proceeds from sale of property and equipment                            13           -
                                                                     --------    --------
 Net cash provided by (used in) investing activities                   (3,261)      8,146
                                                                     --------    --------
 Cash flows from financing activities:
 -------------------------------------
   Issuance of Ordinary shares and treasury stock for cash upon
    exercise of options                                                 2,104         787
   Exercise of options by employees                                         -          15
                                                                     --------    --------

 Net cash provided by financing activities                              2,104         802
                                                                     --------    --------

 Increase in cash and cash equivalents                                  4,037      13,927
 Cash and cash equivalents at beginning of period                      16,433      13,825
                                                                     --------    --------
 Cash and cash equivalents at end of period                          $ 20,470    $ 27,752
                                                                     ========    ========

Supplemental disclosure of non-cash flow from
investing and financing activities:
-----------------------------------
   Issuance of Ordinary shares upon sale of treasury stock           $    (87)   $     15
                                                                     ========    ========
   Loss on issuance of Ordinary shares upon sale of treasury stock   $    837    $  1,153
                                                                     ========    ========
</TABLE>

The  accompanying  notes  are an  integral  part of the  consolidated  financial
statements.

                                       6

<PAGE>


NOTE 1:- GENERAL

          Radvision  Ltd.  (the  "Company"),  an Israeli  corporation,  designs,
          develops and supplies  products and technology  that enable  real-time
          voice, video and data communications  over packet networks,  including
          the Internet and other networks based on the Internet protocol.

          The  Company's  products and  technology  are used by its customers to
          develop systems that enable  enterprises and service  providers to use
          packet networks for real-time IP ("Internet Protocol") communications.

          The  Company   operates   under  two  reportable   segments:   1)  the
          "networking"  business  unit  ("NBU"),  which  focuses  on  networking
          solutions and is responsible  for developing  networking  products for
          IP-centric  voice,  video and data conferencing  services;  and 2) the
          "technology"   business  unit  ("TBU"),   which  focuses  on  creating
          developer  toolkits for the underlying IP communication  protocols and
          testing tools needed for real-time voice and video over IP.

          The Company has four wholly-owned subsidiaries: Radvision Inc., in the
          United States,  Radvision  B.V., in the  Netherlands,  Radvision HK in
          Hong  Kong,  and  Radvision  U.K.  in the United  Kingdom.  Other than
          Radvision B.V., the  subsidiaries  are primarily  engaged in the sale,
          marketing and service of the Company's products and technology.

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES

          The significant  accounting  policies  applied in the annual financial
          statements  of  the  Company  as of  December  31,  2003  are  applied
          consistently in these financial statements.

          a.   Use of estimates:

               The  preparation  of  financial  statements  in  conformity  with
               generally accepted  accounting  principles requires management to
               make estimates and assumptions  that affect the amounts  reported
               in  the  financial  statements  and  accompanying  notes.  Actual
               results could differ from those estimates.

          b.   For  further  information,  refer to the  consolidated  financial
               statements as of December 31, 2003.

          c.   Accounting for stock-based compensation:

               The  Company has elected to follow  Accounting  Principles  Board
               Opinion No. 25,  "Accounting for Stock Issued to Employees" ("APB
               No.  25") and FASB No.  Interpretation  No. 44,  "Accounting  for
               Certain Transactions Involving Stock Compensation" ("FIN No. 44")
               in accounting for its employee stock option plans.  Under APB No.
               25, when the exercise  price of the  Company's  stock  options is
               less than the market price of the  underlying  shares on the date
               of grant, compensation expense is recognized.

                                       7

<PAGE>


NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)

               Under  Statement  of  Financial   Accounting  Standard  No.  123,
               "Accounting for Stock-Based  Compensation  ("SFAS No. 123"),  pro
               forma information regarding net income and net earnings per share
               is  required,  and has  been  determined  as if the  Company  had
               accounted  for its employee  stock  options  under the fair value
               method of SFAS No.  123.  The fair  value for  these  options  is
               amortized  over their vesting period and estimated at the date of
               grant  using a  Black-Scholes  Option  Valuation  Model  with the
               following  weighted-average  assumptions  for the six  months and
               three months ended June 30, 2004 and 2003:
<TABLE>
<CAPTION>
                                                     Three months ended          Six months ended
                                                          June 30,                   June 30,
                                                  ------------------------   ------------------------
                                                     2004          2003         2004          2003
                                                  -----------   ----------   -----------   ----------
                                                                      Unaudited
                                                  ---------------------------------------------------
                  <S>                             <C>           <C>          <C>           <C>
                  Risk free interest                    3.81%         2%           3.81%         2%
                  Dividend yields                       0%            0%           0%            0%
                  Volatility                            0.432         0.467        0.432         0.467
                  Expected life                         4             4            4             4

                  Pro forma information under
                    SFAS No. 123:

                  Net income as reported          $   1,120     $     142    $   2,900     $     157
                                                  ===========   ==========   ===========   ==========
                  Add - stock based
                     compensation expense
                     determined under APB 25      $       -     $       -    $       -     $     117
                                                  ===========   ==========   ===========   ==========
                  Deduct - stock-based
                     compensation expense
                     determined under fair
                     value method for all
                     awards                       $     862     $     863    $   1,732     $   1,117
                                                  ===========   ==========   ===========   ==========
                  Pro forma net income (loss)     $     258     $    (721)   $   1,168     $  (1,456)
                                                  ===========   ==========   ===========   ==========
                  Basic diluted earnings per
                     share, as reported           $    0.01     $    0.01    $    0.06     $    0.01
                                                  ===========   ==========   ===========   ==========
                  Pro forma basic and diluted
                     net earnings (loss) per
                     share                        $    0.01     $   (0.04)   $    0.05     $   (0.08)
                                                  ===========   ==========   ===========   ==========
</TABLE>

               In March 2004, the Financial  Accounting  Standards  Board (FASB)
               approved the consensus  reached on the Emerging Issues Task Force
               (EITF)  Issue No.  03-1,  "The  Meaning  of  Other-Than-Temporary
               Impairment  and Its  Application  to  Certain  Investments."  The
               objective of this Issue is to provide  guidance  for  identifying
               impaired  investments.  EITF 03-1 also  provides  new  disclosure
               requirements  for  investments  that are deemed to be temporarily
               impaired.  The  accounting  provisions of EITF 03-1 are effective
               for all reporting  periods  beginning after June 15, 2004,  while
               the disclosure requirements are effective only for annual periods
               ending after June 15, 2004.  The Company has evaluated the impact
               of the adoption of EITF 03-1 and does not believe the impact will
               be significant to the Company's  overall results of operations or
               financial position.

                                       8

<PAGE>



NOTE 3:- UNAUDITED INTERIM FINANCIAL STATEMENTS

          The accompanying  unaudited interim consolidated  financial statements
          have been prepared in accordance  with generally  accepted  accounting
          principles for interim financial information. Accordingly, they do not
          include  all the  information  and  footnotes  required  by  generally
          accepted accounting principles for complete financial  statements.  In
          the  opinion of  management,  all  adjustments  (consisting  of normal
          recurring accruals)  considered necessary for a fair presentation have
          been  included.  Operating  results for the six months  ended June 30,
          2004, are not necessarily indicative of the results of operations that
          may be expected for the year ended December 31, 2004

NOTE 4:- INVENTORIES

                                                    June 30,      December 31,
                                                      2004            2003
                                                 -------------   --------------
                                                   Unaudited        Audited
                                                 -------------   --------------

           Raw materials                           $  310          $  361
           Work in progress                           505             490
           Finished products                          152             118
                                                 -------------   --------------
                                                   $  967          $  969
                                                 =============   ==============


NOTE 5:- ACCRUED EXPENSES AND OTHER ACCOUNTS PAYABLE

                                                    June 30,      December 31,
                                                      2004            2003
                                                 -------------   --------------
                                                   Unaudited         Audited
                                                 -------------   --------------
           Employees and employee accruals         $ 2,277        $  2,415
           Accrued expenses                          8,940          10,686
                                                 -------------   --------------
                                                   $11,217         $13,101
                                                 =============   ==============

NOTE 6:- RESTRUCTURING INCOME

          In January 2001,  the Company  entered into an agreement  with related
          parties, to lease approximately  24,000 square feet of office space in
          Paramus,  New Jersey for a period of 5 years,  which space the Company
          subsequently  surrendered.  The parties had a dispute  with respect to
          the extent of damages  caused by this action.  In December  2003,  the
          parties  proceeded to binding  arbitration.  The presiding  arbitrator
          issued his final ruling on February 12, 2004,  stating the amount owed
          by the Company was $400.  The Company  recorded an amount of $1,061 as
          restructuring  income,  representing  the  surplus of its  accruals in
          former periods.

NOTE 7:- SIGNIFICANT EVENTS

          During the six months  ended June 30, 2004,  certain of the  Company's
          employees  exercised  their options to purchase the Company's  shares.
          The shares issued upon exercise were

                                        9


<PAGE>


          included as Treasury  stock.  As a result of these  transactions,  the
          Company has recorded a loss in the amount of approximately $ 837 as an
          addition to accumulated deficit.


NOTE 8:- SEGMENTS AND CUSTOMER INFORMATION

<TABLE>
<CAPTION>
                                                 Three months ended            Six months ended
                                                      June 30,                     June 30,
                                            ----------------------------- ---------------------------
                                                 2004            2003        2004           2003
                                            ---------------   ----------- ------------   ------------
                                                                   Unaudited
                                            ---------------------------------------------------------
          <S>                               <C>              <C>          <C>            <C>
          Revenues:
             Product sales                  $   11,298       $   8,553    $  21,464      $   16,239
             Software sales                      4,407           3,052        8,502           6,419
                                            --------------   ------------ ------------   ------------
          Total revenues                    $   15,705       $  11,605    $  29,966      $   22,658
          -----                             ==============   ============ ============   ============
          Cost of revenues:
             Product sales                  $    3,077       $   2,429    $   5,904      $    4,783
             Software sales                        321             169          591             176
                                            --------------   ------------ ------------   ------------
          Total cost of revenues            $    3,398       $   2,598    $   6,495      $    4,959
          -----                             ==============   ============ ============   ============
</TABLE>

NOTE 9:- EARNINGS PER SHARE

          The following  table sets forth the  calculation  of basic and diluted
          earnings per share:
<TABLE>
<CAPTION>
                                                 Three months ended             Six months ended
                                                      June 30,                      June 30,
                                            ------------------------------  -------------------------
                                                 2004            2003          2004          2003
                                            ----------------  ------------  -----------   -----------
                                                                   Unaudited
                                            ---------------------------------------------------------
        <S>                                 <C>            <C>            <C>           <C>
        Numerator:

           Net income                       $     1,120    $       142    $     2,900   $       157
                                            ============== ============== ============= =============

        Number of shares:

        Denominator:
           Denominator for basic
             earnings per share -
             weighted average of
             Ordinary shares                 19,710,729     18,473,504     19,597,463    18,409,399
           Effect of dilutive
             securities:
           Employee stock options
             and unvested restricted
             shares                           1,689,675        745,278      1,886,131       645,894
                                            -------------- -------------- ------------- -------------
                                             21,400,404     19,218,782     21,483,594    19,055,293
                                            ============== ============== ============= =============
</TABLE>

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

                                       10

<PAGE>


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

This information should be read in conjunction with the condensed consolidated
financial statements and notes included in Item 1 of Part I of this Quarterly
Report and the audited financial statements and notes thereto and Management's
Discussion and Analysis of Financial Condition and Results of Operations for the
year ended December 31, 2003 contained in our 2003 Annual Report on Form 10-K.
The discussion and analysis which follows may contain trend analysis and other
forward-looking statements within the meaning of Section 21E of the Securities
Exchange Act of 1934 which reflect our current views with respect to future
events and financial results. These include statements regarding our earnings,
projected growth and forecasts, and similar matters that are not historical
facts.

 We remind shareholders that forward-looking statements are merely predictions
and therefore are inherently subject to uncertainties and other factors that
could cause the future results to differ materially from those described in the
forward-looking statements.

Overview

We are the industry's leading provider of high quality, scalable and easy-to-use
products and technologies for videoconferencing, video telephony, and the
development of converged voice, video and data over IP and 3G networks. We have
approximately 450 customers worldwide including Alcatel, Cisco, FastWeb,
NTT/DoCoMo, Philips, Panasonic, Samsung, Shanghai Bell, Siemens, Sony and
Tandberg. Hundreds of thousands of end-users around the world today communicate
over a wide variety of networks using products and solutions based on or built
around our multimedia communication platforms and software development
solutions.

In the beginning of 2001, we created two separate business units corresponding
to our two product lines to enable our product development and product marketing
teams to respond quickly to evolving market needs with new product
introductions.

Our Networking Business Unit, or NBU, offers one of the broadest and most
complete set of multimedia communication and videoconferencing network solutions
for IP, ISDN, SIP and 3G-based networks, supporting most end points in the
industry today. These products are sold primarily to resellers and OEMs who use
this infrastructure to develop and install advanced IP and ISDN-based
communication systems for enterprise customers. The NBU also provides service
providers, both 3G wireless and wireline, with integrated solutions that enable
the delivery of converged IP-based multimedia streaming and video telephony
applications to corporate customers as a managed service, residential broadband
customers, and 3G subscribers worldwide.

Our Technology Business Unit, or TBU, is a one-stop shop of voice and video over
IP and 3G Development toolkits. The TBU provides protocol development tools and
platforms, as well as associated solutions such as testing platforms and IP
phone toolkits that enable equipment vendors and service providers to develop
and deploy new IP and 3G-based converged networks, services, and technologies.
Our TBU also provides professional services to our customers, assisting them
with integrating our technology into their products. RADVISION's TBU solutions
include developer toolkits for SIP, MEGACO/H.248, MGCP, H.323, and 3G-324M. It

                                       11

<PAGE>


also includes RADVISION's ProLab(TM) Test Management Suite and IP phone toolkit.
Today you may find RADVISION toolkits implemented in a wide range of
environments from chipsets to simple user devices like IP phones, and from
integrated video systems through carrier class network devices like gateways,
switches, soft switches and 3G multimedia gateways.

        Our Strategy

Our goal is to be the leading provider of innovative products and technologies
that enable real-time multimedia collaboration (voice, video and data)
communication over packet networks. We provide solutions at every level -
protocol developer toolkits, professional services, network infrastructure, and
even integrated solutions that compliment the communication solutions of other
vendors such as those from Cisco and Microsoft. We believe that the combination
of offering IP-centric networking products and software toolkits uniquely
positions us as a key enabling vendor in the evolution of IP communication. Both
of our product lines are essential for building IP networks that support real
time voice and video communication with full interoperability with legacy
ISDN/PSTN networks and technologies.

Results of Operations

        The following table presents, as a percentage of total revenues,
condensed statements of operations data for the periods indicated:

                                               Three months        Six months
                                              ended June 30,     ended June 30,
                                              --------------     --------------
                                              2004      2003     2004     2003
                                              ----      ----     ----     ----
                                                          Unaudited
                                            ------------------------------------
Revenues
   Networking products.................       71.9%     73.7%    71.6%    71.7%
   Technology products.................       28.1      26.3     28.4     28.3
   Total revenues......................      100.0     100.0    100.0    100.0
Cost of revenues
   Networking products.................       19.6      20.9     19.7     21.1
   Technology products.................        2.0       1.5      2.0      0.8
   Total cost of revenues..............       21.6      22.4     21.7     21.9
Gross profit.............................     78.4      77.6     78.3     78.1
Operating expenses
  Research and development.............       27.3      31.0     26.9     31.6
  Marketing and selling................       39.0      41.8     39.9     42.3
  General and administrative...........        7.7       8.4      8.2      8.5
   Restructuring income                        -         -       (3.5)     -
 Total operating expenses..............       74.0      81.2     71.5     82.4
Operating profit (loss)..................      4.4      (3.6)     6.8     (4.3)
Financial income, net....................      2.8       4.8      2.8      5.0
Net income (loss)........................      7.2       1.2      9.6      0.7


Three Months Ended June 30, 2003 Compared with Three Months Ended June 30, 2004

Revenues. We generate revenues from sales of our networking products that are
primarily sold in the form of stand-alone products, and our technology products
that are primarily sold in the form of software development kits, as well as
related maintenance and support services. We generally recognize revenues from
the sale of our products upon shipment and when collection is

                                       12

<PAGE>


probable. Revenues generated from maintenance and support services are deferred
and recognized ratably over the period of the term of service. We price our
networking products on a per unit basis, and grant discounts based upon unit
volumes. We price our software development kits on the basis of a fixed-fee plus
royalties from products developed using the software development kits. We sell
our products and technology through direct sales and various indirect
distribution channels in North America, Europe, the Middle East and the Far
East.

Our revenues increased from $11.6 million for the three months ended June 30,
2003 to $15.7 million for the three months ended June 30, 2004, an increase of
$4.1 million, or 35%. This increase was mainly due to a $2.7 million, or 32%,
increase in sales of our networking products and an increase of $1.3 million, or
44.4%, in sales of our technology products.

Revenues from networking products increased from $8.6 million for the three
months ended June 30, 2003 to $11.3 million for the three months ended June 30,
2004. Revenues from sales of our ViaIP(TM) product line increased from $8.2
million for the three month period ended June 30, 2003 to $10.6 million for the
three month period ended June 30, 2004.

Revenues from technology products increased by $1.3 million, or 44%, from $3.1
million for three months ended June 30, 2003 to $4.4 million for the three
months ended June 30, 2004. Revenues from licenses and royalties totaled $1.1
million and $731,000, respectively, in the three months ended June 30, 2003
compared to $1.8 million and $900,000, respectively, in the three months ended
June 30, 2004. Maintenance revenues remained constant at approximately $1.1
million in the three months ended June 30, 2003 and 2004.

Revenues from sales to customers in North America increased from $6.6 million,
or 56.5% of revenues, for the three months ended June 30, 2003, to $7.6 million,
or 48.6% of revenues, for the three months ended June 30, 2004, an increase of
$1.0 million, or 16.4%. This increase in sales was primarily attributable to
increased market demand for our networking products in this region.

Revenues from sales to customers in Europe and the Middle East increased from
$1.9 million, or 16.1% of revenues, for the three months ended June 30, 2003, to
$5.4 million, or 34.2% of revenues, for the three months ended June 30, 2004, an
increase of $3.5 million, or 188%. This increase in sales was primarily
attributable to increased sales efforts for our networking products in this
region.

Revenues from sales to customers in the Far East decreased from $3.2 million, or
27.4% of revenues, for the three months ended June 30, 2003, to $2.5 million, or
16.2% of revenues, for the three months ended June 30, 2004, a decrease of
$700,000, or 20%.

 Cost of Revenues. Cost of revenues increased from $2.6 million for the three
months ended June 30, 2003 to $3.4 million for the three months ended June 30,
2004. Gross profit as a percentage of revenues increased slightly from 77.6% for
the three months ended June 30, 2003 to 78.4% for the three months ended June
30, 2004.

Research and Development. Research and development expenses increased from $3.6
million for the three months ended June 30, 2003 to $4.3 million for the three
months ended June 30, 2004, an increase of $700,000, or 19.4%. This increase was
primarily attributable to an increase

                                       13

<PAGE>


in the number of research and development personnel whom we employed. Research
and development expenses as a percentage of revenues decreased from 31.0% for
the three months ended June 30, 2003 to 27.3% for the three months ended June
30, 2004.

Marketing and Selling. Marketing and selling expenses increased from $4.9
million for the three months ended June 30, 2003 to $6.1 million for the three
months ended June 30, 2004, an increase of $1.2 million, or 24.5%. This increase
was primarily attributable to increased sales efforts in North America and EMEA.
Marketing and selling expenses as a percentage of revenues decreased from 41.8%
for the three months ended June 30, 2003 to 39.0% for the three months ended
June 30, 2004.

General and Administrative. General and administrative expenses increased from
$1.0 million for the three months ended June 30, 2003 to $1.2 million for the
three months ended June 30, 2004, an increase of $200,000, or 24.0%. This
increase was primarily attributable to an increase in personnel expenses.
General and administrative expenses as a percentage of revenues were 8.4% for
the three months ended June 30, 2003 and 7.7% for the three months ended June
30, 2004.

Operating Income (Loss). We had operating loss of $418,000 for the three months
ended June 30, 2003 compared to operating income of $688,000 for the three
months ended June 30, 2004.

Financial Income. We had financial income of $560,000 for the three months
ended June 30, 2003 as compared to $432,000 for the three months ended June 30,
2004. This income was principally derived from the investment of the proceeds of
our March 2000 initial public offering and private placement. Our interest
income decreased due to lower prevailing interest rates.

Six Months Ended June 30, 2004 Compared with Six Months Ended June 30, 2003

Revenues. Revenues increased from $22.7 million for the six months ended June
30, 2003 to $30.0 million for the six months ended June 30, 2004, an increase of
$7.3 million, or 32.3%. This increase was due an increase in sales of networking
and technology products.

Revenues from networking products increased from $16.2 million for the six
months ended June 30, 2003 to $21.5 million for the six months ended June 30,
2004. Revenues from sales of our ViaIP(TM) product line increased from $13.4
million in the six months ended June 30, 2003 to $20.5 million in the six months
ended June 30, 2004. The increase in networking product sales was principally
attributable to a better than forecast sales in the U.S. and EMEA, offsetting
lower than expected Asia Pacific sales due to a slow start to the year in China.

Revenues from technology products increased from $6.4 million for the six months
ended June 30, 2003 to $8.5 million for the six months ended June 30, 2004.
Revenues from licenses and royalties were $2.2 million and $1.3 million,
respectively, for the six months ended June 30, 2003 and $3.6 million and $1.8
million, respectively, for the six months ended June 30, 2004. Maintenance
revenues decreased from $2.4 million for the six months ended June 30, 2003 to
$2.1 million for the six months ended June 30, 2004, which decline was offset in
part by the initiation of our offering professional services with respect to
research and development, which activity accounted for $838,000 in revenues for
the six months ended June 30, 2004.

                                       14

<PAGE>


Revenues from sales to customers in North America increased from $10.9 million,
or 48% of revenues, for the six months ended June 30, 2003, to $15.4 million, or
51.4% of revenues, for the six months ended June 30, 2004, an increase of $4.5
million, or 41%. This increase in sales was primarily attributable to increased
market demand for our networking products in this region.

Revenues from sales to customers in Europe and the Middle East increased from
$5.5 million, or 24.4% of revenues, for the six months ended June 30, 2003, to
$9.3 million, or 31.1% of revenues, for the six months ended June 30, 2004, an
increase of $3.8 million, or 68.7%. This increase in sales was primarily
attributable to increased sales efforts for our networking products in this
region.

Revenues from sales to customers in the Far East decreased from $6.2 million, or
27.4% of revenues, for the six months ended June 30, 2003, to $4.9 million, or
16.2% of revenues, for the six months ended June 30, 2004 a decrease of $1.3
million, or 21.7%.

Cost of Revenues. Cost of revenues increased from $5.0 million for the six
months ended June 30, 2003 to $6.5 million for the six months ended June 30,
2004, an increase of $1.5 million, or 31.0%. Gross profit as a percentage of
revenues increased slightly from 78.1% for the six months ended June 30, 2003 to
78.3% for the six months ended June 30, 2004.

Research and Development. Research and development expenses increased from $7.2
million for the six months ended June 30, 2003 to $8.1 million for the six
months ended June 30, 2004, an increase of $900,000, or 12.6%. This increase was
primarily attributable to an increase in the number of research and development
personnel whom we employed. Research and development expenses as a percentage of
revenues decreased from 31.6% for the six months ended June 30, 2003 to 26.9%
for the six months ended June 30, 2004.

Marketing and Selling. Marketing and selling expenses increased from $9.6
million for the six months ended June 30, 2003 to $12.0 million for the six
months ended June 30, 2004, an increase of $2.4 million, or 24.8%. This increase
was primarily attributable to increased sales efforts in North America and EMEA.
Marketing and selling expenses as a percentage of revenues decreased from 42.3%
for the six months ended June 30, 2003 to 39.9% for the six months ended June
30, 2004.

General and Administrative. General and administrative expenses increased from
$1.9 million for the six months ended June 30, 2003 to $2.4 million for the six
months ended June 30, 2004, an increase of $500,000, or 27.3%. This increase was
primarily attributable to an increase in personnel expenses. General and
administrative expenses as a percentage of revenues were 8.5% for the six months
ended June 30, 2003 and 8.2% for the six months ended June 30, 2004.

Financial Income. Financial income decreased from $1.1 million for the six
months ended June 30, 2003 to $800,000 for the six months ended June 30, 2004
principally as a result of the decreased interest income we derived from the
investment of the proceeds of our March 2000 initial public offering and private
placement. Our interest income decreased due to lower prevailing interest rates.

                                       15

<PAGE>

Liquidity and Capital Resources

We generated $5.2 million from operating activities for the six months ended
June 30, 2004 compared to $5.0 million in the same period in 2003. This amount
was primarily attributable to higher net income of $2.9 million, a $3.0 million
increase in deferred revenues, an increase of $150,000 in trade payables, and
depreciation expenses of $1.1 million. These increases in cash generated by our
operating activities were offset in part by a $2.0 million decrease in other
payables and accrued expenses. Net cash used in investing activities was
approximately $3.3 million for the six months ended June 30, 2004. During the
six months ended June 30, 2004, $1.2 million of cash used in investing
activities was for purchases of property and equipment.

Our financing activities generated $2.1 million for the six months ended June
30, 2004 compared to $800,000 in the same period in 2003. This amount was
primarily attributable to proceeds from the exercise of employee stock options.

Our capital requirements are dependent on many factors, including market
acceptance of our products and the allocation of resources to our research and
development efforts, as well as our marketing and sales activities. We plan to
pursue strategic initiatives and make operating investments in 2004 as we
position our company to realize on what we perceive to be increasing market
opportunities in the coming years. We anticipate that our cash resources will be
used primarily to fund our operating activities, as well as for capital
expenditures. We may establish additional operations as we expand globally.

We plan to pursue strategic initiatives and make operating investments in 2004
as we position our company to realize what we perceive to be increasing market
opportunities in the coming years.

On February 28, 2001, we announced that our board of directors had authorized
the repurchase of up to 10% of our outstanding shares in open market
transactions from time to time at prevailing market prices. We completed the
share repurchase program in the first fiscal quarter of 2002, having purchased
1,866,115 ordinary shares at a total cost of $11.8 million, or an average price
of $6.30 per share. At the beginning of 2003, we began to reissue the
repurchased shares upon exercise of employee stock options.

On August 28, 2002, we announced that our board of directors had authorized the
repurchase of up to $10 million or 2 million of our ordinary shares in the open
market from time to time at prevailing market prices. During April 2003, we
started to repurchase our ordinary shares based on the instruction of our board
of directors. As of June 30, 2004, we had purchased 14,000 ordinary shares at a
total cost of $78,000, or an average price of $5.55 per share.

        Off-Balance Sheet Arrangements

We are not a party to any material off-balance sheet arrangements. In addition,
we have no unconsolidated special purpose financing or partnership entities that
are likely to create material contingent obligations.

                                       16

<PAGE>




        Third Quarter 2004 Guidance

        o    Third  quarter net sales are  expected  to be  approximately
             $16.7 million, an increase of approximately $3.6 million, or
             27.5%, compared with the third quarter 2003.

        o    Net  income  is  expected   to  increase  to   approximately
             $1,250,000  or $0.06 per share,  a 37.0%  increase  compared
             with third quarter 2003.

These projections are subject to substantial uncertainty that could cause our
future results to differ materially from the guidance we have provided.

Cautionary Statement Regarding Forward-Looking Information and Risk Factors

This report contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Words such as "anticipate,"
"expect," "intend," "plan," "believe," "seek," "outlook" and "estimate" as well
as similar words and phrases signify forward-looking statements. RADVision's
forward-looking statements are not guarantees of future results and conditions
and important factors, risks and uncertainties may cause our actual results to
differ materially from those expressed in our forward-looking statements. These
uncertainties and other factors include, but are not limited to, the following:

    Risks Relating to Our Business

     o    Our history of losses prior to 2001 and the uncertainty of our ability
          to operate profitably in the future.

     o    Our quarterly financial performance is likely to vary significantly in
          the future and our revenues and  operating  results in any quarter may
          not be indicative of our future performance.

     o    If the use of packet-based  networks as a medium for real-time  voice,
          video and data communication does not continue to grow, the demand for
          our products and technology will slow and our revenues will decline.

     o    Our need to develop new products and  technology and  enhancements  to
          existing products and technology.

     o    Our investment,  and continuing investment, in products and technology
          that comply with those  industry  standards that we believe have been,
          or will be, broadly adopted. If one or more alternative standards were
          to gain greater  acceptance than the standards that we believe have or
          will be broadly  adopted,  sales of our products and technology  might
          suffer.

     o    Because  competition in the markets for our products and technology is
          intense,  our ability to compete  effectively  in these markets may be
          hampered and we may lose market share to our competitors.

                                       17



<PAGE>




     o    Major solutions  providers who currently work with us may compete with
          us in the future.

     o    Our software  development  kit revenues will decrease if our customers
          choose to use source code that is available for free.

     o    Most of our  competitors  have greater  resources than we do. This may
          limit our  ability to  compete  effectively  with them and  discourage
          customers from purchasing our products and technology.

     o    Our dependency  upon a limited number of suppliers of key  components.
          If  these  suppliers   delay  or  discontinue   manufacture  of  these
          components, we may experience delays in shipments, increased costs and
          cancellation of orders for our products.

     o    Our intent to  manufacture  and maintain an  inventory  of  customized
          products for some  customers who have no obligation to purchase  these
          products may harm our  financial  results if these  customers  fail to
          purchase these products.

     o    Undetected  errors  may  increase  our costs  and  impair  the  market
          acceptance of our products and technology.

     o    If our  ability to  continue  to license  third  party  technology  on
          reasonable  terms is  impaired,  we may face delays in releases of our
          products  and may be  required  to  reduce  the  functionality  of our
          products derived from this technology.

     o    Third parties may infringe  upon or  misappropriate  our  intellectual
          property,  which could impair our ability to compete  effectively  and
          negatively affect our profitability.

     o    Our  products  may  infringe on the  intellectual  property  rights of
          others,  which  could  increase  our costs and  negatively  affect our
          profitability.

     o    We are  dependent  on our  senior  management  and any  loss of  their
          services could negatively affect our business.

     o    Our failure to retain and attract  personnel  could harm our business,
          operations and product development efforts.

     o    Our   non-competition   agreements  with  our  employees  may  not  be
          enforceable.  If  any  of  these  employees  leaves  us  and  joins  a
          competitor, our competitor could benefit from the expertise our former
          employee gained while working for us.

     o    Government  regulation  could  delay  or  prevent  product  offerings,
          resulting in decreased revenues.

    Risks Relating to Our Location in Israel

     o    Conditions in Israel affect our  operations  and may limit our ability
          to produce and sell our products, which could decrease our revenues.

                                       18



<PAGE>


     o    The  economic  conditions  in  Israel  have not been  stable in recent
          years.

     o    Some of our directors, officers and employees are obligated to perform
          annual military reserve duty in Israel. We cannot assess the potential
          impact of these obligations on our business.

     o    Because  most of our revenues  are  generated  in U.S.  dollars or are
          linked to the U.S. dollar while a portion of our expenses are incurred
          in new Israeli  shekels,  our results of operations would be adversely
          affected if  inflation  in Israel is not offset on a timely basis by a
          devaluation of the new Israeli shekel against the U.S. dollar.

     o    The  tax  benefits  that  we  currently   receive  from  our  approved
          enterprise programs require us to satisfy specified conditions.  If we
          fail to satisfy these conditions, we may be required to pay additional
          taxes and would likely be denied these benefits in the future.

     o    It may be difficult to enforce a U.S.  judgment against us and most of
          our officers and directors or to assert U.S. securities laws claims in
          Israel or serve process on most of our officers and directors.

    Risks Relating to Our Ordinary Shares

     o    Holders of our ordinary  shares who are United States  residents  face
          income tax risks.

     o    Our share  price has been  volatile in the past and may decline in the
          future.

     o    Anti-takeover provisions under Israeli tax law could negatively impact
          our shareholders.

Item 3. Quantitative and Qualitative Disclosure About Market Risk
        ---------------------------------------------------------

Interest Rate Risk

As of June 30, 2004, we had cash and cash equivalents and short-term investments
of $43.2 million. We invest our cash surplus in time deposits, cash deposits,
U.S. federal agency securities and corporate bonds with an average credit rating
of A2. These investments are not purchased for trading or other speculative
purposes. Due to the nature of these investments, we believe that we do not have
a material exposure to market risk.

Our exposure to market risks for changes in interest rates is limited since we
do not have any material indebtedness.

Foreign Currency Exchange Risk

We develop products in Israel and sell them in North America, Asia and Europe.
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.

Our foreign currency exposure with respect to our sales is mitigated, and we
expect it will continue to be mitigated, through salaries, materials and support
operations, in which part of these costs are denominated in NIS.

                                       19

<PAGE>




During 2003, the NIS revalued approximately 7.6% against the dollar. Among the
factors contributing to the revaluation are the low interest rate for US$
investments compared to the higher interest rate for NIS investments. The
revaluation has resulted in deflation in Israel, which was approximately 1.9%
for the year 2003 compared to an annual inflation rate of 6.5% for 2002 and
inflation of 1.4% for the six months ended June 30, 2004.

Since most of our sales are quoted in dollars, and a portion of our expenses are
incurred in NIS, our results may be adversely affected by a change in the rate
of inflation in Israel or if such change in the rate of inflation is not offset,
or is offset on a lagging basis, by a corresponding devaluation of the NIS
against the dollar and other foreign currencies.

We did not enter into any foreign exchange contracts in 2003 or the first six
months of 2004.

Item 4. Controls and Procedures
        -----------------------

Under the supervision and with the participation of our management, including
our chief executive officer and chief financial officer, we carried out an
evaluation of the effectiveness of the design and operation of our company's
disclosure controls and procedures pursuant to Rule 13a-14 of the Securities
Exchange Act of 1934. Based upon that evaluation, our chief executive officer
and chief financial officer concluded that our disclosure controls and
procedures were effective as of the end of the period covered by this quarterly
report.

There have been no significant changes in our internal controls or other
factors, which could significantly affect internal controls subsequent to the
date we carried out the evaluation.

It should be noted that any system of controls, however well designed and
operated, can provide only reasonable, and not absolute, assurance that the
objectives of the system are met. In addition, the design of any control system
is based in part upon certain assumptions about the likelihood of future events.
Because of these and other inherent limitations of control systems, there can be
no assurance that any design will succeed in achieving its stated goals under
all potential future conditions.

                                       20

<PAGE>



                           PART II - OTHER INFORMATION

Item 1. Legal Proceedings
        -----------------

We are not involved in any legal proceedings that are material to our business
or financial condition.

Item 2. Changes in Securities and Use of Proceeds
        -----------------------------------------

Use of Proceeds. The following information required by Item 701(f) of Regulation
S-K relates to our initial public offering of ordinary shares of our company on
March 14, 2000. The following table sets forth, with respect to the ordinary
shares registered, the amount of securities registered, the aggregate offering
price of amount registered, the amount sold and the aggregate offering price of
the amount sold, for both the account of our company and the account of any
selling security holder.

                                                              For the account of
                                             For the account      the selling
                                             of the company       shareholder
                                             --------------       -----------

    Number of ordinary shares registered .        4,370,000           N/A
    Aggregate offering price of
       shares registered .................      $87,400,000           N/A
    Number of ordinary shares sold .......        4,370,000           N/A
    Aggregate offering price of shares
       sold ..............................      $87,400,000           N/A



The following table sets forth the expenses incurred by us in connection with
our public offering during the period commencing the effective date of the
Registration Statement and ending June 30, 2004. None of such expenses were paid
directly or indirectly to directors, officers, persons owning 10% or more of any
class of equity securities of our company or to our affiliates.

                                                  Direct or indirect payments to
                                                  persons other than affiliated
                                                             persons
                                                  ------------------------------

   Underwriting discounts and commissions ...            $6,118,000
   Finders' fees ............................               550,000
   Expenses paid to or for underwriters......                41,290
   Other expenses ...........................             2,241,113
                                                          ---------
   Total expenses ...........................            $8,950,403
                                                          =========

The net public offering proceeds to us, after deducting the total expenses (set
forth in the table above), were $78,449,597.

The following table sets forth the amount of net public offering proceeds used
by us for the purposes listed below. None of such payments were paid directly or
indirectly to directors, officers, persons owning 10% or more of any class of
our equity securities or to our affiliates.

                                       21

<PAGE>






                                                 Direct or indirect payments
                                                 to persons other than to
Purpose                                          affiliated persons
------------------------------------------------ ---------------------------
 Acquisition of other companies and
  business(es) ..............................                 N/A
 Construction of plant, building and facilities               N/A
 Purchase and installation of machinery
   and equipment ............................                 N/A
 Purchase of real estate ....................                 N/A
 Repayment of indebtedness ..................                 N/A
 Working capital ............................             $78,450,000
 Temporary investments ......................                 N/A
 Other purposes .............................                 N/A

Item 3. Defaults Upon Senior Securities
        -------------------------------

          None

Item 4. Submission of Matters to a Vote of Security Holders
        ---------------------------------------------------



          During the three month period ended June 30, 2004, we held our Annual
          General Meeting of Shareholders.  At the meeting, held on June 13,
          2004, our shareholders voted:

     1.   In the absence of a director of our Company present and willing to
          serve as the Chairman of the 2004 Annual Meeting in accordance with
          the Company's Articles of Association, to appoint Mr. Arnold Taragin,
          the  Secretary of the Company, as the Chairman of the 2004 Annual
          Meeting.



                                      For            Against      Abstained
                                      ---            -------      ---------
                                      14,365,806     4,462         1,368


      2.  To receive and consider the Directors' Annual Report to
          Shareholders for the year ended December 31, 2003, and to receive
          and consider our Company's consolidated financial statements for
          the year ended December 31, 2003, and the auditors' report
          thereon.

                                      For            Against      Abstained
                                      ---            -------      ---------
                                      14,366,266     2,662        2,708

     3.   To appoint Kost Forer Gabbay & Kasierer, a member of Ernst &
          Young Global, as the independent auditors of the Company to
          conduct the annual audit of our financial statements for the year



                                  22

<PAGE>



          ending December 31, 2004, and to authorize our Audit Committee to fix
          their compensation.


                                      For            Against      Abstained
                                      ---            -------      ---------
                                      14,204,606     1,712        65,318

     4.   To elect Zohar Zisapel, Gadi Tamari, Efraim Wachtel and Andreas
          Mattes as directors of the Company to serve until the 2005 Annual
          General Meeting of the Shareholders.


                                      For            Against      Abstained
                                      ---            -------      ---------
               Zohar Zisapel          14,204,637     167,199        -
               Gadi Tamari            14,204,637     167,199        -
               Efraim Wachtel         14,204,637     167,199        -
               Andreas Mattes         14,204,637     167,199        -


     5.   To authorize remuneration for Yossi Atsmon, an External Director.


                                      For            Against      Abstained
                                      ---            -------      ---------
                                      13,424,979     930,130      16,527

     6.   To approve the grant of options to the CEO of our Company, who is
          also a director of our Company.


                                      For            Against       Abstained
                                      ---            -------       ---------
                                      8,073,611      940,434       35,247

     7.   To approve an amendment to our Articles of Association providing
          for the classification of the non-external directors of our Board
          of Directors into three classes, each class consisting of
          approximately one-third of the total number of non-external
          directors and being elected every third year for a three year
          term.


                                      For            Against        Abstained
                                      ---            -------        ---------
                                      7,993,593      1,025,487      30,022


Item 5. Other Information
        -----------------

          None

                                       23

<PAGE>




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

(a)     Exhibits

        31.1   Certification  by  Chief  Executive   Officer  Pursuant  to
               Section  302  of  the Sarbanes-Oxley Act of 2002.
        31.2   Certification  by  Chief  Financial   Officer  Pursuant  to
               Section  302  of  the Sarbanes-Oxley Act of 2002.
        32.1   Certification by Chief Executive Officer Pursuant to 18 U.S.C.
               Section 1350, As Adopted Pursuant to Section 906 of the
               Sarbanes-Oxley Act of 2002.
        32.2   Certification by Chief Financial Officer Pursuant to 18 U.S.C.
               Section 1350, As Adopted Pursuant to Section 906 of the
               Sarbanes-Oxley Act of 2002.

(b)     Reports on Form 8-K filed during the last quarter of the period covered
        by this report:

An 8-K bearing the cover date of April 21, 2004 with respect to a press release
regarding the Registrant's earning for the three months ended March 31, 2004 was
filed on April 29, 2004.

An 8-K bearing the cover date of May 19, 2004 with respect to the departure of
the Registrant's Chief Operating Officer was filed on May 20, 2004.

                                       24





<PAGE>


                                   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.

                                            RADVISION LTD.
                                               (Registrant)



                                           /s/Gad Tamari
                                           -------------
                                           Gad Tamari
                                           Chief Executive Officer



                                           /s/Tsipi Kagan
                                           --------------
                                           Tsipi Kagan
                                           Chief Financial Officer


Date:  August 9, 2004

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