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 March 31, 2003

[ ] 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 April 30, 2003 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.        Condensed Consolidated Balance Sheets as of March 31, 2003
                  and December 31, 2002........................................4

               Condensed Consolidated Statements of Operations -
                  for the Three Months ended March 31, 2003 and 2002...........5

               Condensed Consolidated Statements of Cash Flows -
                  for the Three Months ended March 31, 2003 and 2002...........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


Item 4.        Controls and Procedures........................................18


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..............................................20

Item 6.        Exhibits and Reports on Form 8-K...............................20

               Signatures.....................................................21


<PAGE>

                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements
         --------------------
                                             RADVISION LTD. AND ITS SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
--------------------------------------------------------------------------------
U.S. dollars in thousands, except share and per share data

<TABLE>
<CAPTION>
                                                                          March 31,       December
                                                                            2003          31, 2002
                                                                        -------------   -------------
                                                                          Unaudited        Audited
                                                                        -------------   -------------
<S>                                                                    <C>             <C>
     ASSETS
CURRENT ASSETS:
    Cash and cash equivalents                                          $  28,758       $  13,825
    Short-term bank deposits                                              22,059          14,879
    Short-term marketable securities                                      16,172          14,712
    Trade receivables  (net of allowance for doubtful
      accounts of $1,593 and $1,620 as of March 31, 2003
      and December 31, 2002, respectively)                                 5,317           9,505
    Other receivables and prepaid expenses                                 2,938           2,836
    Inventories                                                              540             996
                                                                             ---             ---

  Total current assets                                                    75,784          56,753
                                                                          ------          ------

  LONG-TERM ASSETS:
    Long-term bank deposits                                                1,300          11,013
    Long-term marketable securities                                       22,145          33,929
    Severance pay fund                                                     1,757           1,641
                                                                           -----           -----

  Total long-term assets                                                  25,202          46,583
                                                                          ------          ------

  PROPERTY AND EQUIPMENT, NET                                              3,171           3,335
                                                                           -----           -----

  Total assets                                                         $ 104,157       $ 106,671
                                                                       =========       =========

     LIABILITIES AND SHAREHOLDERS' EQUITY

  CURRENT LIABILITIES:
    Trade payables                                                     $     897       $   3,347
    Deferred revenues                                                      3,188           2,863
    Other payables and accrued expenses                                   11,384          12,385
                                                                          ------          ------

  Total current liabilities                                               15,469          18,595
                                                                          ------          ------

  ACCRUED SEVERANCE PAY                                                    3,215           3,061
                                                                           -----           -----

  Total liabilities                                                       18,684          21,656
                                                                          ------          ------

  SHAREHOLDERS' EQUITY:
    Ordinary shares of NIS 0.1 par value:
     Authorized - 25,000,000  shares as of March 31, 2003
     and December 31, 2002; Issued - 20,152,045 shares as
     of March 31, 2003 and  December  31,  2002;
     Outstanding - 18,422,755 shares as
     of March 31, 2003 and 18,285,930 shares as of
     December 31, 2002                                                       187             187
    Additional paid-in capital                                           104,601         104,586
    Deferred stock compensation                                                -            (117)
    Treasury stock, at cost (1,729,290 and 1,866,115 Ordinary shares
     of NIS 0.1 par value as of March 31, 2003 and December 31,
     2002, respectively)                                                 (10,895)        (11,757)
    Accumulated deficit                                                   (8,420)         (7,884)
                                                                          ------          ------

  Total shareholders' equity                                              85,473          85,015
                                                                          ------          ------

  Total liabilities and shareholders' equity                           $ 104,157       $ 106,671
                                                                       =========       =========
</TABLE>

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

                                                     Three months ended
                                                          March 31,
                                               --------------------------------
                                                    2003             2002
                                               ---------------  ---------------
                                                          Unaudited
                                               --------------------------------

 Revenues                                      $   11,053       $   11,558
 Cost of revenues                                   2,360            2,559
                                               ---------------  ---------------
 Gross profit                                       8,693            8,999
                                               ---------------  ---------------
 Operating costs and expenses:
   Research and development, net                    3,564            4,041
   Marketing and selling                            4,732            4,469
   General and administrative                         948              969
                                               ---------------  ---------------
 Total operating costs and expenses                 9,244            9,479
 -----
                                               ---------------  ---------------
 Operating loss                                       551              480
 Financial income, net                                566              752
                                               ---------------  ---------------
 Net income                                    $       15       $      272
                                               ===============  ===============
 Basic net earnings per Ordinary share         $        -       $      0.01
                                               ===============  ===============
 Diluted earnings per Ordinary share           $        -       $      0.01
                                               ===============  ===============




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>
                                                                             Three months ended
                                                                                  March 31,
                                                                       -------------------------------
                                                                            2003             2002
                                                                       --------------   --------------
                                                                                  Unaudited
                                                                       -------------------------------
<S>                                                                     <C>               <C>
 Cash flows from operating activities:
 -------------------------------------
 Net income                                                             $     15          $   272
 Adjustments to reconcile net income to net cash provided by
 operating activities:
  Depreciation                                                               612              685
  Accrued interest and amortization of premium on held-to-maturity
   marketable securities                                                     453                -
  Severance pay, net                                                          38             (104)
  Amortization of deferred stock-based compensation                          117               45
  Decrease (increase) in trade receivables, net                            4,188              (55)
  Decrease (increase) in other receivables and prepaid expenses               67             (613)
  Decrease in inventories                                                    456              716
  Decrease in trade payables                                              (2,450)            (687)
  Increase in deferred revenues                                              325                -
  Increase (decrease) in other payables and accrued expenses              (1,001)             899
                                                                       --------------   --------------
 Net cash provided by operating activities                                 2,820            1,158
                                                                       --------------   --------------
 Cash flows from investing activities:
 -------------------------------------
 Decrease in short-term investments                                            -           17,742
 Increase in long-term investments                                             -          (17,159)
 Proceeds from redemption of held-to-maturity marketable securities       14,586                -
 Purchase of held-to-maturity marketable securities                       (4,715)               -
 Proceeds from withdrawal of bank deposits                                 2,533                -
 Purchase of property and equipment                                         (448)            (297)
 Proceeds from sale of property and equipment                                  -                -
                                                                       --------------   --------------
 Net cash provided by investing activities                                11,956              286
                                                                       --------------   --------------

 Cash flows from financing activities:
 -------------------------------------
 Issuance of share capital                                                     -                5
 Purchase of Treasury stock                                                    -           (1,854)
 Issuance of Common stock and Treasury stock for cash upon exercise
 of options                                                                  142                -
 Exercise of options by employees                                             15                -
 Repayment of long-term loans                                                  -               (7)
                                                                       --------------   --------------
 Net cash provided by (used in) financing activities                         157           (1,856)
                                                                       --------------   --------------
 Increase (decrease) in cash and cash equivalents                         14,933             (412)
 Cash and cash equivalents at the beginning of the period                 13,825            6,717
                                                                       --------------   --------------
 Cash and cash equivalents at the end of the period                     $ 28,758         $  6,305
                                                                       ==============   ==============

 Non-cash transactions
 ---------------------
 Issuance of Common stock upon sale of Treasury stock                   $    169         $      -
                                                                       ==============   ==============
 Loss on issuance of Common stock upon sale of Treasury stock           $    551         $      -
                                                                       ==============   ==============
</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.

            Commencing  in 2001,  the  Company  operates  under  two  reportable
            segments,   based  on  its   restructured   internal   organization,
            management of operations and performance evaluation.  These segments
            are: 1) the  "networking"  business unit or NBU,  which focuses on a
            networking  product and is  responsible  for  developing  networking
            products for IP-centric voice, video and data conferencing services;
            and 2) the  "technology"  business  unit or 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.  The
            subsidiaries are primarily  engaged in the sale and marketing 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,  2002 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, 2002.

            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 three
                 months ended March 31, 2003 and 2002:

                                                         Three months ended
                                                             March 31,
                                                    ----------------------------
                                                        2003           2002
                                                    ------------   -------------
                                                              Unaudited
                                                    ----------------------------

                   Risk free interest                    2%             1.5%
                   Dividend yields                       0%              0%
                   Volatility                           0.44           0.512
                   Expected life                          4              4


 Pro forma information under SFAS No. 123:

 Net income as reported                                $      15     $      272
                                                      ===========   ============

 Add: stock based compensation
 expense determined under APB 25                       $      22     $       48
                                                      ===========   ============

 Deduct: stock-based compensation expense
   determined under fair value method for all awards   $     867     $    1,298
                                                      ===========   ============

 Pro forma net loss                                    $    (830)    $     (978)
                                                      ===========   ============

 Basic and diluted earnings per share, as reported     $       -     $    0.01
                                                      ===========   ============

 Pro forma basic and diluted net loss per share        $   (0.04)    $   (0.05)
                                                      ===========   ============


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 three  months ended
            March 31,  2003 are not  necessarily  indicative  of the  results of
            operations  that may be  expected  for the year ended  December  31,
            2003.

                                        8

<PAGE>


NOTE 4:-       INVENTORIES
--------------------------------------------------------------------------------

                                                  March 31,        December 31,
                                                     2003              2002
                                                ---------------   --------------
                                                  Unaudited          Audited
                                                ---------------   --------------

        Raw materials, parts and supplies         $   162        $      194
        Work in progress                              286               720
        Finished products                              92                82
                                                ---------------   --------------

                                                  $   540        $      996
                                                ===============   ==============




NOTE 5:-       OTHER PAYABLES AND ACCRUED EXPENSES
--------------------------------------------------------------------------------


        Employees and employee accruals           $   1,686        $    1,617
        Accrued expenses                              9,698             10,768
                                                ---------------   --------------

                                                  $  11,384        $   12,385
                                                ===============   ==============





NOTE 6:-    SEGMENTS AND CUSTOMER INFORMATION
--------------------------------------------------------------------------------

                                                       Three months ended
                                                           March 31,
                                                  -----------------------------
                                                      2003            2002
                                                  -------------   -------------
                                                           Unaudited
                                                  -----------------------------
            Revenues:
              Product sales                       $    7,686      $    8,340
              Software sales                           3,367           3,218
                                                  -------------   -------------

            Total revenues                        $   11,053      $   11,558
            -----                                 =============   =============


            Cost of revenues:
              Product sales                       $    2,353      $    2,527
              Software sales                               7              32
                                                  -------------   -------------

            Total cost of revenues                $    2,360      $    2,559
            -----                                 =============   =============


                                        9


<PAGE>





NOTE 7:-       EARNINGS PER SHARE
--------------------------------------------------------------------------------

            The   following  table  sets  forth  the  calculation  of basic  and
                  diluted earnings per share:

                                                        Three months ended
                                                            March 31,
                                                   -----------------------------
                                                       2003            2002
                                                   -------------   -------------
                                                            Unaudited
                                                   -----------------------------
  Numerator:
    Net income                                     $       15      $      272
                                                   =============   =============
    Diluted earnings per share - income            $       15      $      272
                                                   =============   =============

  Number of shares:
    Denominator:
    Denominator for basic earnings per share -
      weighted average of Ordinary shares          18,331,538      18,168,617
    Effect of dilutive securities:
    Employee stock options and unvested
     restricted shares                                993,035       1,232,332
                                                   -------------   -------------

                                                   19,324,573      19,400,949
                                                   =============   =============




NOTE 8:-       SIGNIFICANT EVENTS
--------------------------------------------------------------------------------

            During the first quarter of 2003, certain of the Company's employees
            exercised their options to purchase the Company's shares, which were
            included as Treasury  stock.  As a result of this  transaction,  the
            Company has recorded a loss in the amount of  approximately $ 551 as
            an addition to accumulated deficit.




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


                                       10


<PAGE>


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 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, 2002.

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 the 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

        We  have   identified   the  following   policies  as  critical  to  the
understanding  of our financial  statements.  The  preparation  of our 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.   Our  consolidated   financial  statements  have  been  prepared  in
accordance with accounting principles generally accepted in the United States.

        Revenues and Revenue Recognition. 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 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

                                       11



<PAGE>


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 and the Middle East and the Asian
Pacific region.

        Revenues  from  sales of  products  and  technology  are  recognized  in
accordance  with Statement of Position (SOP) 97-2, as amended by SOP 98-9,  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  sales 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.  We have no obligation to customers
after the date on which products are delivered.  Revenues from  maintenance  and
updates are recognized over the term of agreement.

        All of our revenues are  generated in U.S.  dollars or are linked to the
dollar  and  a  majority  of  our  expenses   are  incurred  in  U.S.   dollars.
Consequently,  we use the dollar as our functional  currency.  Transactions  and
balances in other  currencies  are  remeasured  into  dollars  according  to the
principles in Financial  Accounting  Standards Board Statement No. 52. Gains and
losses arising from  remeasurment  are reflected in our statements of operations
as financial income or expenses as appropriate.

        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.

Significant Costs and Expenses

        Cost of  Revenues.  Our  cost of  revenues  consists  of  component  and
material costs,  direct labor costs,  subcontractor  fees,  overhead  related to
manufacturing and depreciation of manufacturing  equipment.  Our gross margin is
affected by the selling prices for our products as well as the proportion of our
revenues  generated from the sale of our technology  products as compared to our
networking products. Our revenues from the sale of our technology products

                                       12



<PAGE>


have higher  gross  margins than our  revenues  from the sale of our  networking
products and we offer greater discounts to our high volume OEM customers. As the
relative  proportion of our revenues from our networking products increases as a
percentage  of our total  revenues  and we generate a higher  percentage  of our
revenues  from sales to our high volume OEM  customers,  our gross  margins will
decline.

        Research and development  expense. Our research and development expenses
consist primarily of compensation and related costs for research and development
personnel,  expenses  for testing  facilities  and  depreciation  of  equipment.
Research  and  development  costs,  net are charged to  operations  as incurred.
Software  development costs are considered for capitalization when technological
feasibility is established  according to SFAS No. 86,  "Accounting for the Costs
of Computer Software to be Sold,  Leased or Otherwise  Marketed." Costs incurred
after  achievement  of  technological  feasibility  in the  process of  software
production have not been material. Therefore, we have not capitalized any of our
research and  development  expenses and do not anticipate  that our  development
process will differ materially in the future.

        Marketing and selling expenses,  net. Our marketing and selling expenses
consist  primarily  of  compensation  and  related  costs for  sales  personnel,
marketing personnel,  sales commissions,  marketing programs,  public relations,
promotional  materials,   travel  expenses,  trade  show  exhibit  expenses  and
royalties  paid to the  Government of Israel.  We do not intend to apply for any
grants from the Government of Israel in the future.

        General and  administrative  expenses.  Our  general and  administrative
expenses  consist  primarily  of salaries and related  expenses  for  executive,
accounting and human  resources  personnel,  professional  fees,  provisions for
doubtful accounts and other general corporate expenses.

        Other operating expenses.  Operating expenses also include  amortization
of stock-based  compensation,  which is allocated among research and development
expenses, marketing and selling expenses and general and administrative expenses
based on the  division in which the  recipient  of the option grant is employed.
Amortization of stock-based compensation results from the granting of options to
employees with exercise prices per share  determined to be below the fair market
value per share of our ordinary  shares on the dates of grant.  The  stock-based
compensation is being amortized to operating expenses over the vesting period of
the individual options.

        Financial  income,  net.  Our  financial  income  consists  primarily of
interest earned on bank deposits and other liquid investments,  gains and losses
from the remeasurment of monetary balance sheet items  denominated in non-dollar
currencies into dollars and interest expense incurred on outstanding debt.

        Taxes.  Israeli  companies  are  generally  subject to income tax at the
corporate tax rate of 36%.  However,  several of our investment  programs at our
manufacturing  facility in Tel Aviv have been granted approved enterprise status
and, therefore,  we are eligible for tax benefits.  These benefits should result
in  income  recognized  by us being tax  exempt  or taxed at a lower  rate for a
specified  period  after we begin to report  taxable  income and exhaust any net
operating  loss  carry-forwards.  However,  these benefits may not be applied to
reduce the tax rate for any income derived by our U.S. subsidiary.

                                       13



<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
                                                                ended March 31,
                                                                ---------------
                                                                 2003    2002
                                                                 ----    ----
                                                                   %       %
   Revenues
      Networking products.................................       70.0     72.1
      Technology products.................................       30.0     27.9
      Total revenues......................................      100.0    100.0
   Cost of revenues
      Networking products.................................       21.3     21.8
      Technology products.................................        0.1      0.3
      Total cost of revenues..............................       21.4     22.1
   Gross profit...........................................       78.6     77.9
   Operating expenses
      Research and development............................       32.2     35.0
      Marketing and selling...............................       42.8     38.7
      General and administrative..........................        8.6      8.4
   Total operating expenses...............................       83.6     82.1
   Operating income loss..................................       (5.0)    (4.2)
   Financial income.......................................        5.1      6.5
   Net income.............................................        0.1      2.3

Three Months Ended March 31, 2003 Compared with Three Months
Ended March 31, 2002
--------------------------------------------------------------------------------

        Revenues. Our revenues decreased from $11.6 million for the three months
ended March 31, 2002 to $11.1 million for the three months ended March 31, 2003,
a decrease  of  approximately  $500,000,  or 4.3 %. This  decrease  was due to a
$654,000 decrease in sales of our networking products,  which was offset in part
by a $149,000  increase in sales of our  technology  products.  The  decrease in
networking  product sales was  principally  attributable  to lower than expected
sales in the United States.

        Revenues from  networking  products  decreased from $8.3 million for the
three  months  ended March 31, 2002 to $7.7  million for the three  months ended
March 31,  2003,  a decrease of $654,000  or 7.8 %.  Revenues  from sales of our
ViaIP and OnLan  product lines  decreased  from $5.8 million and $2.5 million in
the  three  months  ended  March  31,  2002 to $5.3  million  and $1.1  million,
respectively,  in the three months ended March 31, 2003. This decline was offset
in great measure by $1.3 million of other product sales.

        Revenues from  technology  products  increased from $3.2 million for the
three  months  ended March 31, 2002 to $3.4  million for the three  months ended
March 31, 2003. Revenues from licenses and royalties increased from $1.3 million
and  $361,000  in the three  months  ended  March 31,  2002 to $1.3  million and
$563,000,  respectively,  in the three months ended March 31, 2003.  Maintenance
revenues  declined  from $1.6  million in the three  months ended March 31, 2002
period to $1.3 million in the three months ended March 31, 2003,  which  decline
was offset

                                       14



<PAGE>


in part by the initiation of our offering  professional services with respect to
research and development,  which activity  accounted for $231,000 in revenues in
the three months ended March 31,2003.

        Revenues  from sales to customers in the United  States  decreased  from
$7.3 million, or 62.9% of revenues, for the three months ended March 31, 2002 to
$4.4 million, or 39.6% of revenues, for the three months ended March 31, 2003, a
decrease of $2.9 million, or 39.7 %.

        Revenues from sales to customers in Europe and the Middle East increased
from $2.2 million for the three month  period ended March 31, 2002,  or 19.8% of
revenues,  to $3.7  million,  or 33.3% of  revenues,  for the three months ended
March 31, 2003.  Revenues  from sales to customers in the Asian  Pacific  region
increased  from $2.0 million,  or 17.2% of revenues,  for the three months ended
March 31, 2002 to $3.0 million, or 27.0% of revenues, for the three months ended
March 31, 2003, an increase of $1.0 million or 50%.

        Cost of Revenues.  Cost of revenues  decreased from $2.6 million for the
three month  period  ended March 31, 2002 to $2.4  million for the three  months
ended  March 31,  2003,  a decrease  of  $199,000,  or 7.7%.  Gross  profit as a
percentage of revenues  increased slightly from 77.9% for the three months ended
March 31, 2002 to 78.6% for the three months  ended March 31,  2003,  due to the
increased  proportion  of  technology  product  sales  that have  higher  profit
margins.

        Research and Development.  Research and development  expenses  decreased
from $4.0  million for the three months ended March 31, 2002 to $3.6 million for
the three months  ended March 31,  2003,  a decrease of $477,000 or 11.8%.  This
decrease  was  primarily  attributable  to a  decrease  in  overhead  and travel
expenses.

        Marketing and Selling.  Marketing and selling  expenses  increased  from
$4.5  million for the three  months ended March 31, 2002 to $4.7 million for the
three months ended March 31,  2003,  an increase of $263,000 or 5.9%.  Marketing
and selling  expenses as a percentage of revenues  increased  from 38.7% for the
three  months ended March 31, 2002 to 42.8% for the three months ended March 31,
2003.

        General  and   Administrative.   General  and  administrative   expenses
decreased  from  $969,000  for the three months ended March 31, 2002 to $948,000
for the three months  ended March 31, 2003, a decrease of $21,000 or 2.2%.  This
decrease was primarily attributable to a decrease in personnel expenses. General
and  administrative  expenses as a percentage of revenues was 8.4% for the three
months ended March 31, 2002 and 8.6% for the three months ended March 31, 2003.

        Operating  Loss. We incurred an operating loss of $480,000 for the three
months ended March 31, 2002  compared to an  operating  loss of $551,000 for the
three  months  ended March 31,  2003.  The  increase in our  operating  loss was
primarily due to the decrease in revenues.

        Financial  Income.  We had  financial  income of $752,000  for the three
months  ended March 31, 2002  compared to $566,000  for the three  months  ended
March 31, 2003. This income was  principally  derived from the investment of the
proceeds of our March 2000 initial public

                                       15





<PAGE>


offering and private  placement.  Our financial  income  declined  principally
as a result of lower  prevailing interest rates.

        Net Income.  As a result of the  foregoing  our net income for the three
months  ended March 31, 2003  declined  to $15,000  compared  with net income of
$272,000 for the three months ended March 31, 2002.

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 March 31, 2003, we
had approximately  $28.8 million in cash and cash equivalents,  $22.2 million in
short term investments and our working capital was approximately  $60.3 million.
Taking into account long-term liquid  investments,  we had $90.4 million in cash
and liquid investments as of March 31, 2003.

        Net cash  generated from operating  activities  was  approximately  $2.3
million for the three  months ended March 31,  2003.  This amount was  primarily
attributable  to a $4.2 million  decrease in trade  receivables,  , depreciation
expenses of $612,000 and a $456,000 decrease in inventories.  These increases in
cash generated by our operating activities were offset in part by a $2.5 million
decrease in trade  payables  and a $1.0 million  decrease in other  payables and
accrued expenses.

        The  decrease in  inventories  for the three months ended March 31, 2003
was primarily due to our efforts to manage our inventory to correspond  with our
revenues and our efforts to utilize subcontractors. The $4.2 million decrease in
accounts  receivable  at March 31, 2003  compared to year end was  primarily the
result of the payments we received under the FastWeb contract.

        Net cash  provided  by  investing  activities  was  approximately  $12.0
million for the three months ended March 31, 2003. During the three months ended
March 31, 2003, $448,000 of cash used in investing  activities was for purchases
of property and equipment.

        Net cash received from  financing  activities was $157,000 for the three
months ended March 31, 2003.

        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
anticipate  that our cash resources will be used primarily to fund our operating
activities,  as well as for capital  expenditures.  We do not  believe  that our
capital  expenditures  and lease  commitments  will 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.

                                       16



<PAGE>




        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.  As of
March 31, 2003, we had not initiated this repurchase program. During April 2003,
we started to repurchase  our ordinary  shares based on the  instruction  of our
board of directors.

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

Foreign Exchange

        Our   international   business  is  subject  to  risks   typical  of  an
international  business,  including,  but  not  limited  to  differing  economic
conditions,  changes in  political  climate,  differing  tax  structures,  other
regulations and restrictions, and foreign exchange rate volatility. Accordingly,
our future results could be materially adversely impacted by changes in these or
other factors.

        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.

Interest Rates

        We invest our cash in a variety of financial instruments, including time
deposits, cash deposits, U.S. federal agency securities and corporate bonds with
an average  credit  rating of A2.  Despite the high quality of our  investments,
fixed rate securities may have their fair market value adversely impacted due to
a rise in interest rates, while floating rate securities may produce less income
than expected if interest rates fall.  Due in part to these factors,  our future
investment  income may fall  short of  expectations  due to changes in  interest
rates,  or we may suffer losses in principal if forced to sell  securities  that
have seen a decline in market value due to changes in interest rates.

        We account for our investment  instruments in accordance  with Statement
of Financial  Accounting  Standards No. 115, "Accounting for Certain Investments
in Debt and Equity Securities" ("SFAS No. 115"). All of the cash equivalents and
short-term investments are treated as available-for-sale under SFAS No. 115.

        The  weighted-average  interest  rate on investment  securities  held at
March 31, 2003 was  approximately  3.02% as  compared  to 3.25% at December  31,
2002. The fair market value of cash  equivalents and liquid  investments held at
March 31, 2003 was $90.4 million.

                                       17



<PAGE>




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

        Within the 90-day period prior to the filing of this report, the Company
carried out an  evaluation  of the  effectiveness  of the  Company's  disclosure
controls and procedures (as defined by Rule 13a-14(c) of the Securities Exchange
Act of 1934) under the supervision and with the  participation  of the Company's
chief executive officer and chief financial officer. Based on and as of the date
of  such  evaluation,  the  aforementioned  officers  have  concluded  that  the
Company's disclosure controls and procedures were effective.

        The Company also maintains a system of internal accounting controls that
is  designed  to provide  assurance  that its assets  are  safeguarded  and that
transactions  are executed in accordance  with  management's  authorization  and
properly  recorded.  This system is  continually  reviewed  and is  augmented by
written policies and procedures, the careful selection and training of qualified
personnel and an internal audit program to monitor its effectiveness. During the
quarter ended March 31, 2003,  there were no significant  changes to this system
of internal controls or in other factors that could  significantly  affect those
controls.

                                       18


<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 March 31, 2003.  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.

                                       19



<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
        ---------------------------------------------------

     None

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 Section 302 of the
     Sarbanes-Oxley Act of 2002.

99.2 Certification  by Chief  Financial  Officer  Pursuant to Section 302 of the
     Sarbanes-Oxley Act of 2002.

99.3 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.

99.4 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 January  29,  2003 with  respect to a
press release  regarding the Registrant's  earning for the three months and year
ended December 31, 2002 was filed on January 29, 2003.

                                       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:  May 12, 2003


                                       21