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, 2002

[ ]  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 Raoul 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 of August 6, 2002 the Registrant had 20,002,745 Ordinary Shares, par value
NIS 0.1 per share, outstanding.




                                       1
<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.


                                       2
<PAGE>


                                 RADVISION LTD.

                                      INDEX


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

Part I - Financial Information:

Item 1.        Condensed Consolidated Balance Sheets as of June 30, 2002
                  and December 31, 2001........................................4

               Condensed Consolidated Statements of Operations -
                  for the Three Months and Six Months
                  ended June 30, 2002 and 2001.................................5

               Condensed Consolidated Statements of Cash Flows -
                  for the Six Months ended June 30, 2002 and 2001..............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......17


Part II - Other Information:

Item 1.        Legal Proceedings..............................................19

Item 2.        Changes in Securities and Use of Proceeds......................19

Item 3.        Defaults Upon Senior Securities................................20

Item 4.        Submission of Matters to a Vote of Security Holders............20

Item 5.        Other Information..............................................21

Item 6.        Exhibits and Reports on Form 8-K...............................21

               Signatures.....................................................22



                                       3
<PAGE>


                         PART I - FINANCIAL INFORMATION

                                             RADVISION LTD. AND ITS SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
--------------------------------------------------------------------------------
U.S. dollars in thousands, except share data
<TABLE>
<CAPTION>
                                                            June 30,       December 31,
                                                              2002             2001
                                                          --------------   --------------
                                                            Unaudited
                                                          --------------
<S>                                                       <C>                <C>
   ASSETS

CURRENT ASSETS:
Cash and cash equivalents                                 $     7,405        $    6,717
Short-term investments                                         36,886            52,785
Trade receivables, net of allowance for doubtful
  accounts of $1,688 atJune 30, 2002 and
  $1,126 at December 31, 2001                                   7,108             5,078
Other receivables and prepaid expenses                          1,500             1,259
Inventories                                                     1,010             1,884
                                                          --------------   --------------

Total current assets                                           53,909            67,723
                                                          --------------   --------------

LONG-TERM INVESTMENTS                                          41,192            26,326
                                                          --------------   --------------

PROPERTY AND EQUIPMENT, NET                                     4,102             4,518
                                                          --------------   --------------

DEPOSIT WITH INSURANCE COMPANIES                                1,362             1,200
                                                          --------------   --------------

Total assets                                              $   100,565        $   99,767
                                                          ==============   ==============

   LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
Current maturities of long-term loans                     $         6        $       19
Trade payables                                                    566               765
Other payables and accrued expenses                            15,586            13,562
                                                          --------------   --------------

Total current liabilities                                      16,158            14,346
                                                          --------------   --------------

ACCRUED SEVERANCE PAY                                           1,936             1,872
                                                          --------------   --------------

SHAREHOLDERS' EQUITY:
Ordinary shares of NIS 0.1 par value:
  Authorized - 24,984,470 shares; Issued
  and Outstanding - 19,990,145 shares as
  of June 30, 2002 and 19,889,690 shares
  as of  December 31, 2001                                        184               182
Additional paid-in capital                                    104,327           104,209
Deferred stock-based compensation                                (208)             (299)
Accumulated deficit                                           (10,075)          (10,640)
                                                          --------------   --------------
                                                               94,228            93,452
Less - cost of treasury stock - 1,866,115 Ordinary
  shares of NIS 0.1 par value as of June 30, 2002
  and 1,585,446 Ordinary shares as of December 31, 2001        11,757             9,903
                                                          --------------   --------------

Total shareholders' equity                                     82,471            83,549
                                                          --------------   --------------

Total liabilities and shareholders' equity                $   100,565        $   99,767
                                                          ==============   ==============

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

</TABLE>

                                       4
<PAGE>






                                             RADVISION LTD. AND ITS SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS
--------------------------------------------------------------------------------
U.S. dollars in thousands, except per share and share data

<TABLE>
<CAPTION>
                                                   Three months ended          Six months ended
                                                        June 30,                   June 30,
                                                -------------------------- --------------------------
                                                    2002         2001          2002         2001
                                                ------------- ------------ ------------- ------------
                                                                     Unaudited
                                                -----------------------------------------------------
<S>                                             <C>            <C>           <C>         <C>
Revenues                                        $   11,707     $   10,430    $   23,264  $   25,325
Cost of revenues                                     2,571          2,240         5,129       5,964
                                                -----------    ------------  ---------   ------------

Gross profit                                         9,136          8,190        18,135      19,361
                                                -----------    ------------  ----------  ------------

Operating costs and expenses:
  Research and development                           3,870          4,563         7,911       9,320
  Marketing and selling                              4,587          4,365         9,056       9,205
  General and administrative                         1,073          1,308         2,042       2,477
  Restructuring costs                                    -          3,023            -        3,023
                                                -----------    ------------  ----------- -----------

Total operating costs and expenses                   9,530         13,259        19,009      24,025
                                                -----------    -----------   ----------- -----------

Operating loss                                         394          5,069           874       4,664
Financing income, net                                  686          1,264         1,438       2,840
Other expenses                                           -              -             -        (173)
                                                -----------     -----------  ----------- -----------

Net income (loss)                                 $    292       $ (3,805)      $   564    $ (1,997)
                                                ===========     ==========   ========== ============

Basic net earnings (loss) per Ordinary share       $  0.02       $  (0.20)      $  0.03     $ (0.10)
                                                ===========     ==========   ========== ============

Weighted average number of Ordinary shares
  used in computation of basic earnings (loss)
  per share                                     18,063,334     19,199,771    18,274,259  19,204,162
                                                ===========    ===========   =========== ===========

Diluted earnings (loss) per Ordinary share       $    0.02      $   (0.20)     $   0.03     $ (0.10)
                                                 ==========     ==========   ===========   =========

Weighted average number of Ordinary shares
  used in computation of diluted earnings
 (loss) per share                               18,864,264     19,199,771    19,342,119  19,204,162
                                                ===========    ===========   =========== ==========
</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,
                                                                       ------------------------------
                                                                           2002            2001
                                                                       -------------  ---------------
                                                                                 Unaudited
                                                                       ------------------------------
 <S>                                                                     <C>            <C>
 CASH FLOWS FROM OPERATING ACTIVITIES:
 Net income (loss)                                                       $     564      $  (1,997)
 Adjustments to reconcile net income (loss) to net cash provided
   by (used in) operating activities:
   Income and expenses not affecting operating cash flows:
    Depreciation                                                             1,274            769
    Severance pay, net                                                         (97)           245
    Amortization of deferred stock-based compensation                           91            178
    Other                                                                        -            173

   Changes in operating assets and liabilities:
    Decrease (increase) in trade receivables, net                           (2,030)         1,693
    Decrease (increase) in other receivables and prepaid expenses             (241)           175
    Decrease in inventories                                                    874          2,953
    Decrease in trade payables                                                (199)        (2,185)
    Increase (decrease) in other payables and accrued expenses               2,024         (3,248)
                                                                       -------------  ---------------

 Net cash provided by (used in) operating activities                         2,260         (1,244)
                                                                       -------------  ---------------

 CASH FLOWS FROM INVESTING ACTIVITIES:
 Increase in short-term investments                                         15,899         16,583
 Increase in long-term investments                                         (14,866)       (10,593)
 Purchase of property and equipment                                           (858)        (1,151)
 Proceeds from sale of property and equipment                                    -              9
                                                                       -------------  ---------------

 Net cash provided by investing activities                                     175          4,848
                                                                       -------------  ---------------

 CASH FLOWS FROM FINANCING ACTIVITIES:
 Issuance of share capital                                                     120            401
 Purchase of treasury stock                                                 (1,854)        (2,677)
 Payment of issuance expenses                                                    -           (550)
 Repayment of long-term loans                                                  (13)           (27)
                                                                       -------------  ---------------

 Net cash used in financing activities                                      (1,747)        (2,853)
                                                                       -------------  ---------------

 Increase in cash and cash equivalents                                         688            751
 Cash and cash equivalents at beginning of period                            6,717         41,617
                                                                       -------------  ---------------

 Cash and cash equivalents at end of period                              $   7,405      $  42,368
                                                                       =============  ===============
</TABLE>

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



                                       6

<PAGE>





                                             RADVISION LTD. AND ITS SUBSIDIARIES

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
U.S. dollars in thousands


NOTE 1:-    SIGNIFICANT ACCOUNTING POLICIES

          a.   The  significant   accounting  policies  applied  in  the  annual
               financial  statements of the Company as of December 31, 2001, are
               applied consistently in these interim financial statements.

          b.   Financial statements in U.S. dollars:

               The Company's  transactions  are recorded in new Israeli Shekels.
               Company's  management  believes  that  the  U.S.  dollar  is  the
               currency of the primary economic environment in which the Company
               operates,  thus the  functional  and  reporting  currency  of the
               Company is the dollar.

               Accordingly,  transactions  and  balances,  denominated  in  U.S.
               dollars,  are  presented at their  original  amounts.  Non-dollar
               transactions and balances have been remeasured into U.S. dollars,
               in accordance  with Statement No. 52 of the Financial  Accounting
               Standards  Board ("FASB").  All transaction  gains or losses from
               remeasurement  of monetary  balance  sheet items  denominated  in
               non-dollar  currencies,   are  reflected  in  the  statements  of
               operations as financial income or expenses, as appropriate.

          c.   Recently issued new accounting standards:

               In August 2001, the Financial  Accounting  Standards Board issued
               Statement of Financial  Accounting Standards No. 144, "Accounting
               for the Impairment or Disposal of Long-Lived Assets" ("FAS 144"),
               which  addresses  financial  accounting  and  reporting  for  the
               impairment or disposal of long-lived  assets and superseded  SFAS
               No. 121,  "Accounting for the Impairment of Long-Lived Assets and
               for Long-Lived  Assets to be Disposed Of", and the accounting and
               reporting  provisions  of APB  Opinion  No.  30,  "Reporting  the
               Results of Operations for a Disposal of a Segment of a Business".
               FAS 144 is effective for fiscal years  beginning  after  December
               15,  2001,  with  earlier  application  encouraged.  The  Company
               expects  to adopt FAS 144 as of  January  1, 2002 and it does not
               expect that the adoption of the Statement will have a significant
               impact if any, on the Company's financial position and results of
               operations.

NOTE 2:-    UNAUDITED INTERIM FINANCIAL STATEMENTS

          The accompanying  unaudited financial statements have been prepared in
          accordance with generally accepted accounting principles in the United
          States 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,
          2002  are  not  necessarily  indicative  of the  results  that  may be
          expected for the year ended December 31, 2002.


                                       7


<PAGE>


                                             RADVISION LTD. AND ITS SUBSIDIARIES

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
U.S. dollars in thousands



NOTE 3:-    SHORT-TERM AND LONG-TERM INVESTMENTS

                                                      June 30,     December 31,
                                                        2002           2001
                                                    ------------- -------------
                                                      Unaudited
                                                    -------------

Bank deposits in U.S. dollars bearing annual
  interest rate of approximately 3%                  $  16,245     $  28,396
Marketable debentures, bearing annual
  interest of approximately 6.3%                        20,641        24,389
                                                    ------------- -------------
                                                     $  36,886     $  52,785
                                                    ============= =============

          Marketable  debentures in the amount of $24,792 that mature later than
          June 30,  2003,  bearing  annual  interest of 4.8%,  as well as a bank
          deposit in the amount of $16,400  bearing annual interest of 3.7%, are
          presented as long-term investments.

          The interest rates are as of June 30, 2002.

NOTE 4:-    INVENTORIES

                                                    June 30,        December 31,
                                                      2002              2001
                                                   -------------   -------------
                                                    Unaudited
                                                   -------------

           Raw materials, parts and supplies       $      482        $     991
           Work in progress                               270              391
           Finished products                              258              502
                                                   -------------   -------------

                                                    $   1,010        $   1,884
                                                   =============   =============

NOTE 5:-    OTHER PAYABLES AND ACCRUED EXPENSES

           Deferred income                         $   2,003        $   3,491
           Employees and employee institutions         1,397            2,369
           Accrued expenses                           12,186            7,702
                                                   -------------   -------------

                                                    $ 15,586         $ 13,562
                                                   =============   =============


                                       8
<PAGE>
                                             RADVISION LTD. AND ITS SUBSIDIARIES

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
U.S. dollars in thousands, except per share data

NOTE 6:-    SEGMENTS AND CUSTOMER INFORMATION

          a.   Industry segments reporting:

                                  Three months ended      Six months ended
                                     June 30,               June 30,
                               ---------------------- ---------------------
                                  2002       2001        2002       2001
                               ----------- ---------- ----------- ---------
                                                Unaudited
                               --------------------------------------------
       Revenues:
         Product sales         $   8,580   $   5,835    $ 16,919   $ 15,841
         Software sales            3,127       4,595       6,345      9,484
                               ----------- ---------- ----------- ---------

       Total revenues           $ 11,707    $ 10,430    $ 23,264   $ 25,325
       -----                   =========== ========== =========== =========

       Cost of revenues:

         Product sales         $   2,540   $   2,013   $   5,048  $   5,470
         Software sales               31         227          81        494
                               ----------- ---------- ----------- ---------

       Total cost of revenues  $   2,571   $   2,240   $   5,129   $  5,964
       -----                   =========== ========== =========== =========


          b.   For the  period  ended  June 30,  2002  and  2001,  one  customer
               accounted for approximately 30% and 39%,  respectively,  of sales
               for the period.

NOTE 7:-    EARNINGS (LOSS) PER SHARE

            The following table sets forth the calculation of basic and diluted
            earnings (loss) per share:
<TABLE>
<CAPTION>
                                                   Three months               Six months
                                                  ended June 30,            ended June 30,
                                              ------------------------  -----------------------
                                                 2002         2001        2002         2001
                                              -----------  -----------  ----------  -----------
   <S>                                        <C>          <C>          <C>         <C>
   Numerator:
   Net income (loss)                             $  292    $  (3,805)      $  564    $ (1,997)
                                              ===========  ===========  ==========  ===========
    Numerator for basic and diluted net
      earnings (loss) per share - income
      available to shareholders of               $  292    $  (3,805)      $  564    $ (1,997)
      Ordinary shares
                                              ===========  ===========  ==========  ===========

   Number of shares:
   ----------------
   Denominator:
     Denominator for basic earnings (loss)
       per share - weighted average of
       Ordinary shares                        18,063,334   19,199,771   18,274,259  19,204,162
     Effect of dilutive securities:
     Employee stock options and unvested
       restricted shares                         800,930        *)  -    1,067,860       *)  -
                                              -----------  -----------  ----------  -----------
     Denominator for diluted earnings per
       share - adjusted weighted average
       shares and assumed conversions         18,864,264   19,199,771   19,342,119  19,204,162
                                              ===========  ===========  ==========  ===========
    *)  Antidilutive.
</TABLE>

                                       9

<PAGE>


                                             RADVISION LTD. AND ITS SUBSIDIARIES

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
U.S. dollars in thousands


NOTE 8:-    ONE TIME CHARGE

            The Company recorded a one-time charge of $3 million in the second
            quarter of 2001, for severance costs associated with a 13% workforce
            reduction as part of its plan to reduce operating expenses.




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



                                       10
<PAGE>




                                 RADVISION LTD.

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

The following is management's discussion and analysis of certain significant
factors which have affected our financial position and operating results during
the periods included in the accompanying condensed consolidated financial
statements.

The discussion and analysis which follows in this quarterly report 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.
These uncertainties and other factors include, but are not limited to, the
uncertainties and factors included in the "Risk Factors" contained in our Annual
Report on Form 10-K for the fiscal year ended December 31, 2001.

Overview

We are a leading designer, developer and supplier of products and technology
that enable real-time voice, video and data communications over packet networks,
including the Internet and other IP networks.

We were incorporated in January 1992, commenced operations in October 1992 and
commenced sales of our products in the fourth quarter of 1994. Before that time,
our operations consisted primarily of research and development and recruiting
personnel. In 1995, we established a wholly owned subsidiary in the United
States, RADVision Inc., which conducts our sales and marketing activities in
North America. In 2000, we established a wholly owned subsidiary in Hong Kong,
RADVision HK Ltd, which conducts our marketing activities in Asia Pacific. In
2001, we established a wholly owned subsidiary in the United Kingdom, RADVision
(UK) Ltd, which conducts our marketing activities in England.

Critical Accounting Policies

The following discussion and analysis of our financial condition and results of
operations are based upon our condensed consolidated financial statements, which
have been prepared in accordance with accounting principles generally accepted
in the United States of America. The preparation of these financial statements
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
sales and expenses during the reporting periods. Areas where significant
judgments are made include, but are not limited to: inventory valuation and
revenue recognition. Actual results could differ materially from these
estimates.


                                       11
<PAGE>




Inventories. Inventories are stated at the lower of cost or market. Cost is
determined by the moving average method, inventories write-offs and write-down
provisions are provided to cover risks arising from slow-moving items or
technological obsolescence.

Revenue Recognition. Revenues from sales of products and technology are
recognized in accordance with Statement of Position (SOP) 97-2, as amended by
SOP 98-4, upon delivery, when collection is probable, the vendor's fee is fixed
or determinable and persuasive evidence of an arrangement exists. Provided that
all other elements of SOP 97-2 are met, revenues are recognized upon delivery,
whether the customer is a distributor or the final end user. Revenues for
maintenance and support services are deferred and recognized ratably over the
service period.

In accordance with SOP 97-2, revenues for multi-element arrangements, that is,
sales of products or technology in conjunction with post-contract customer
support services, are segregated. Revenues allocated to the delivered elements
are recognized upon delivery, provided that the other elements of SOP 97-2 are
satisfied. Revenues allocated to the undelivered elements (post-contract
customer support services) are deferred and recognized ratably over the service
period. The portion of the fee for multi-element arrangements allocated to the
undelivered elements (post-contract customer support services) is based on
vendor-specific objective evidence determined, in the case of post-contract
customer support services, based on the annual renewal rate for such services
actually charged to customers for years subsequent to the first year following
sale. The remaining portion of the fee is allocated to the delivered elements
based on the residual value method.

Revenues from products are recognized in accordance with Staff Accounting
Bulletin No. 101 "Revenue Recognition in Financial Statements" ("SAB No. 101")
when the following criteria are met: persuasive evidence of an arrangement
exists, delivery of the product has occurred, the fee is fixed or determinable
and collectibility is probable. The Company has no obligation to customers
after the date in which products are delivered.

Revenues from maintenance and updates are recognized over the term of agreement.

Deferred revenues include unearned amounts received under maintenance contracts,
and amounts billed to customers but not yet recognized as revenues.


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 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 Far East and Israel.


                                       12
<PAGE>



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,
                                 --------------------  --------------------
                                   2001       2002       2001      2002
                                   ----       ----       ----      ----
                                 Unaudited  Unaudited  Unaudited  Unaudited
                                 ---------  ---------  ---------  ---------
Revenues
   Networking products.........    55.9%     73.3%       62.6%     72.7%
   Technology products.........    44.1      26.7        37.4      27.3
   Total revenues..............   100.0     100.0       100.0     100.0
Cost of revenues
   Networking products.........    19.3      21.7        21.6      21.7
   Technology products.........     2.2       0.3         1.9       0.3
   Total cost of revenues......    21.5      22.0        23.5      22.0
Gross profit...................    78.5      78.0        76.5      78.0
Operating expenses
  Research and development.....    43.8      33.0        36.8      34.0
  Marketing and selling........    41.9      39.2        36.4      38.9
  General and administrative...    12.5       9.2         9.8       8.8
  Restructuring costs..........    28.9       -          11.9       -
 Total operating expenses......   127.1      81.4        94.9      81.7
Operating loss.................   (48.6)     (3.4)      (18.4)     (3.7)
Financial income, net..........    12.1       5.9        10.5       6.1
Net income (loss)..............   (36.5)      2.5        (7.9)      2.4
                                  ======      ===        ====       ===


Three Months Ended June 30, 2001 Compared with Three Months Ended June 30, 2002

Revenues. Revenues increased from $10.4 million for the three months ended June
30, 2001 to $11.7 million for the three months ended June 30, 2002, an increase
of $1.3 million, or 12.2%. This increase was due to a $2.8 million, or 48.3%,
increase in sales of our networking products, offset by a decrease of $1.5
million, or 32.6%, in sales of technology products.

Revenues from networking products increased from $5.8 million for the three
months ended June 30, 2001 to $8.6 million for the three months ended June 30,
2002. The increase in revenues from networking products is attributable to an
increase in demand for these units as customers moved from integrated services
digital networks, or ISDN, to IP-based networks.

Revenues from technology products decreased from $4.6 million for the three
months ended June 30, 2001 to $3.1 million for the three months ended June 30,
2002. This decrease in revenues from technology products was primarily
attributable to a decreased market demand as budgets for these products declined
due to the worldwide economic downturn.

Revenues from sales to customers in the United States increased from $6.1
million, or 58.6% of revenues, for the three months ended June 30, 2001, to $7.1
million, or 60.7% of revenues, for the three months ended June 30, 2002, an
increase of $1.0 million, or 16.4%. This increase in sales to customers in the
United States was primarily attributable to increased market demand for our
networking products in this region.


                                       13
<PAGE>

Revenues from sales to customers in Europe decreased from $2.2 million, or 21.2%
of revenues, for the three months ended June 30, 2001, to $1.9 million, or 16.2%
of revenues, for the three months ended June 30, 2002, a decrease of $0.3
million, or 13.6%. This decrease in sales to customers in Europe was primarily
attributable to slower adoption of technology in this region.

Revenues from sales to customers in the Far East increased from $1.6 million, or
15.4% of revenues, for the three months ended June 30, 2001, to $2.1 million, or
17.9% of revenues, for the three months ended June 30, 2002, an increase of $0.5
million, or 31.2%. This increase in sales to customers in the Far East was
primarily attributable to increased sales efforts.

Revenues from sales to customers in Israel increased from $0.5 million, or 4.8%
of revenues, for the three months ended June 30, 2001, to $0.6 million, or 5.1%
of revenues, for the three months ended June 30, 2002, an increase of $0.1
million, or 20.0%.

Cost of Revenues. Cost of revenues increased from $2.2 million for the three
month period ended June 30, 2001 to $2.6 million for the three months ended June
30, 2002, an increase of $331,000, or 14.8%. Gross profit as a percentage of
revenues decreased slightly from 78.5% for the three months ended June 30, 2001
to 78.0% for the three months ended June 30, 2002.

Research and Development. Research and development expenses decreased from $4.6
million for the three months ended June 30, 2001 to $3.9 million for the three
months ended June 30, 2002, a decrease of $693,000, or 15.2%. This decrease was
primarily attributable to a decrease in the number of research and development
personnel whom we employed. Research and development expenses as a percentage of
revenues decreased from 43.7% for the three months ended June 30, 2001 to 33.0%
for the three months ended June 30, 2002.

Marketing and Selling. Marketing and selling expenses increased from $4.4
million for the three months ended June 30, 2001 to $4.6 million for the three
months ended June 30, 2002, an increase of $222,000, or 5.1%. This increase was
primarily attributable to an increased sales efforts. Marketing and selling
expenses as a percentage of revenues decreased from 41.9% for the three months
ended June 30, 2001 to 39.2% for the three months ended June 30, 2002.

General and Administrative. General and administrative expenses decreased from
$1.3 million for the three months ended June 30, 2001 to $1.1 million for the
three months ended June 30, 2002, a decrease of $235,000 or 18.0%. This decrease
was primarily attributable to a decrease in personnel expenses. General and
administrative expenses as a percentage of revenues was 12.5% for the three
months ended June 30, 2001 and 9.2% for the three months ended June 30, 2002.

One Time Charge. We recorded a one time charge of $3.0 million in the second
quarter of 2001 for severance costs associated with a 13% workforce reduction as
part of our plan to reduce operating expenses.

Operating Loss. Our operating loss decreased from $5.1 million for the three
months ended June 30, 2001 to $394,000 for the three months ended June 30, 2002
as a result of our cost-cutting efforts.

Financial Income. We had financial income of $686,000 in the three months ended
June 30, 2002 as compared to $1.3 million for the three months ended June 30,
2001. 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 our use of a portion of the proceeds


                                       14
<PAGE>


to repurchase stock in the open market in 2001 and the first quarter of 2002 and
due to lower prevailing interest rates.

Net Income(Loss). Net income for the quarter was $292,000 compared with a net
loss of $3.8 million for the second quarter of 2001.

Six Months Ended June 30, 2002 Compared with Six Months Ended June 30, 2001

Revenues. Revenues decreased from $25.3 million for the six months ended June
30, 2001 to $23.3 million for the six months ended June 30, 2002, a decrease of
$2.0 million, or 7.9%. This decrease was due to a $3.1 million, or 32.6%,
decrease in sales of our technology products, offset in part by a $1.1 million,
or 7.0%, increase in sales of networking products.

Revenues from networking products increased from $15.8 million for the six
months ended June 30, 2001 to $16.9 million for the six months ended June 30,
2002. The 7.0% increase in revenues from networking products is attributable to
a global increase in demand for these units as customers moved from ISDN to
IP-based networks, as well as from new agreements that generated additional
product sales.

Revenues from technology products decreased from $9.5 million for the six months
ended June 30, 2001 to $6.4 million for the six months ended June 30, 2002. This
decrease in revenues from technology products was primarily attributable to
decreased market demand as budgets for these products declined due to the
worldwide economic downturn.

Revenues from sales to customers in the United States decreased from $17.1
million, or 67.6% of revenues, for the six months ended June 30, 2001, to $14.5
million, or 62.2% of revenues, for the six months ended June 30, 2002, a
decrease of $2.6 million, or 15.2%. This decrease in sales to customers in the
United States was primarily attributable to the ongoing softness in enterprise
spending in the United States.

Revenues from sales to customers in Europe decreased from $3.9 million, or 15.4%
of revenues, for the six months ended June 30, 2001, to $3.6 million, or % of
revenues, for the six months ended June 30, 2002, a decrease of $0.3 million, or
7.7%. This decrease in sales to customers in Europe was primarily attributable
to slower adoption of technology in this region.

Revenues from sales to customers in the Far East increased from $3.2 million, or
12.6% of revenues, for the six months ended June 30, 2001, to $4.1 million, or
35.0% of revenues, for the six months ended June 30, 2002, an increase of $0.9
million, or 28.1%. This increase in sales to customers in the Far East was
primarily attributable to increased sales efforts.

Revenues from sales to customers in Israel remained constant at $1.1 million for
the six months ended June 30, 2001 (4.3% of revenues), and for the six months
ended June 30, 2002 (4.7% of revenues).

Cost of Revenues. Cost of revenues decreased from $6.0 million for the six
months ended June 30, 2001 to $5.1 million for the six months ended June 30,
2002, a decrease of $835,000, or 14.0%. Gross profit as a percentage of revenues
increased from 76.7% for the six months ended June 30, 2001 to 78.0% for the six
months ended June 30, 2002, due to the increased proportion of networking
product sales that generate a higher profitability.


                                       15

<PAGE>




Research and Development. Research and development expenses decreased from $9.3
million for the six months ended June 30, 2001 to $7.9 million for the six
months ended June 30, 2002, a decrease of $1.4 million, or 15.1%. This decrease
was primarily attributable to a decrease in the number of research and
development personnel whom we employed. Research and development expenses as a
percentage of revenues decreased from 36.8% for the six months ended June 30,
2001 to 34.0% for the six months ended June 30, 2002.

Marketing and Selling. Marketing and selling expenses decreased from $9.2
million for the six months ended June 30, 2001 to $9.1 million for the six
months ended June 30, 2002, a decrease of $149,000, or 16.2%. Marketing and
selling expenses as a percentage of revenues increased from 36.4% for the six
months ended June 30, 2001 to 38.9% for the six months ended June 30, 2002.

General and Administrative. General and administrative expenses decreased from
$2.5 million for the six months ended June 30, 2001 to $2.0 million for the six
months ended June 30, 2002, a decrease of $435,000 or 17.6%. This decrease was
primarily attributable to a decrease in personnel expenses. General and
administrative expenses as a percentage of revenues was 9.8% for the six months
ended June 30, 2001 and 8.8% for the six months ended June 30, 2002.

One Time Charge. We recorded a one time charge of $3.0 million in the first six
months of 2001 for severance costs associated with a 13% workforce reduction as
part of our plan to reduce operating expenses.

Operating Loss. Our operating loss decreased from $4.7 million for the six
months ended June 30, 2001 to $874,000 for the six months ended June 30, 2002 as
a result of cost cutting efforts.

Financial Income. Financial income decreased from $2.8 million for the six
months ended June 30, 2001 to $1.4 million for the six months ended June 30,
2002 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 our use of a portion of
the proceeds in 2001 and the first quarter of 2002 to repurchase stock in the
open market and due to lower prevailing interest rates.

Net Income(Loss). Net income for the first six months of 2002 was $565,000
compared with a net loss of $2.0 million for the first six months of 2001.

Liquidity and Capital Resources

From our inception until our initial public offering in March 2000, we financed
our operations through cash generated by operations and a combination of private
placements of our share capital and borrowings under lines of credit. Through
December 31, 1999, we raised a total of approximately $12.2 million in aggregate
net proceeds in four private placements. In March 2000, we sold 4,370,000 of our
ordinary shares in an initial public offering and 590,822 ordinary shares in a
private placement. We received net proceeds of $89.2 million from the public
offering and private placement. As of June 30, 2002, we had approximately $7.4
million in cash and cash equivalents and our working capital was approximately
$37.7 million.

Net cash used in operating activities was approximately $2.3 million for the six
months ended June 30, 2002. This amount was primarily attributable to a decrease
of $2.0 million in other payables and accrued expenses, depreciation expenses of
$1.3 million and a decrease in

                                       16

<PAGE>


inventories of $0.9 million. These increases in cash used in operating
activities were offset in part by an increase in trade receivables of $2.0
million.

The decrease in inventory for the six months ended June 30, 2002 was primarily
due to our continued efforts to manage our inventory to correspond with the
expected need of the networking market. The increase in accounts receivable for
the six months ended June 30, 2002 was primarily the result of increase in our
revenues compared to the last quarter of 2001.

Net cash provided by investing activities was $175,000 for the six months ended
June 30, 2002. During the six months ended June 30, 2002, $0.9 million of cash
used in investing activities was for purchases of property and equipment .

Net cash used in financing activities was $1.7 million for the six months ended
June 30, 2002.

As of June 30, 2002, we had $6,000 outstanding under an equipment term loan
facility and a $2.5 million line of credit.

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. In the last
three years, we have experienced substantial increases in our expenditures as a
result of the growth in our operations and personnel. We anticipate that our
cash resources will be used primarily to fund our operating activities, as well
as for capital expenditures. We anticipate that our capital expenditures and
lease commitments will not increase for the foreseeable future due to the
anticipated slowdown in the growth of our operations, infrastructure and
personnel. Nevertheless, we may establish additional operations as we expand
globally.

On February 28, 2001, we announced that our Board of Directors authorized the
repurchase of up to 10% of our outstanding ordinary shares in the open market
from time to time at prevailing market prices. We completed the share repurchase
program in the first quarter of 2002, having repurchased a total of 1,866,115
ordinary shares at a cost of $11.8 million. We may use the repurchased shares
for issuance upon exercise of employee stock options or other corporate
purposes.

Item 3. Quantitative and Qualitative Disclosure About Market Risk

We currently do not invest in, or hold for trading or other purposes, any
financial instruments subject to market risk. 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. We currently pay interest on our equipment term
loan facility based on the London interbank offered rate. As a result, changes
in the general level of interest rates directly affect the amount of interest
payable by us under this facility. However, because our outstanding debt under
this facility has never exceeded $218,000, we do not expect our exposure to
market risk from changes in interest rates to be material.

We cannot assure you that we will not be materially and adversely affected in
the future if inflation in Israel exceeds the devaluation of the NIS against the
dollar or if the timing of the devaluation lags behind inflation in Israel.


                                       17

<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, 2002.
          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.



                                       18
<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 ............................             $58,448,000
 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, 2002, we held our
          Annual General Meeting of Shareholders.

          At the meeting, held on June 29, 2002, our shareholders voted:

     1.   To consider and receive the Directors'  Annual Report to  Shareholders
          for the year ended  December 31, 2001, and to consider and receive the
          Company's   Consolidated  Financial  Statements  for  the  year  ended
          December 31, 2001, and the auditor's report thereon.

                                        For              Against      Abstained
                                        ---              -------      ---------
                                        11,978,057        3,374        1,180

     2.   To  appoint   Kost  Forer  &  Gabbay,   a  member  of  Ernst  &  Young
          International,  to conduct the annual audit of the Company's financial
          statements for the year ending December 31, 2002, and to authorize the
          Board of Directors to fix their compensation.


                                        For              Against      Abstained
                                        ---              -------      ---------
                                        11,939,595       37,516       5,500

     3.   To elect the following directors to hold office for a term until their
          successors  are duly elected and qualified at our 2003 Annual  General
          Meeting of Shareholders.


                                          For              Against   Abstained
                                          ---              -------   ---------
               Zohar Zisapel.........     11,946,378       36,233        0
               Gadi Tamari...........     11,946,378       36,233        0
               Ami Amir..............     11,946,378       36,233        0


                                       19
<PAGE>


               Efraim Wachtel........     11,946,378       36,233        0
               Andreas Mattes........     11,946,378       36,233        0

     4.   To approve the grant of options to directors of the company.


                                          For            Against       Abstained
                                          ---            -------       ---------
                                          4,116,456      1,427,615      9,858

     5.   To approve an amendment to our Year 2000  Employee  Stock Option Plan,
          increasing  the  number  of  ordinary  shares  reserved  for  issuance
          thereunder from 3,009,052 to 3,241,552.


                                          For            Against       Abstained
                                          ---            -------       ---------
                                          4,131,066      1,418,300      4,563


Item 5.   Other Information

          None


Item 6.   Exhibits and Reports on Form 8-K

(a)  Exhibits

          99.1 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.

          99.2 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:

               On April 29, 2002 the Registrant filed with the Securities and
               Exchange Commission a Form 8-K, bearing a cover date of April 26,
               2002, reporting a change in certifying accountant.


                                       20
<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/David Seligman
                                             -----------------
                                             David Seligman
                                             Chief Financial Officer


Date:  August 13, 2002


                                       21